EXHIBIT 10.9 AGREEMENT FOR TRANSITION SERVICES This Agreement for Transition Services is made between GTE Service Corporation, a New York corporation, with offices at 1255 Corporate Drive, Irving, Texas 75038 and its affiliates (individually and...

EXHIBIT 10.9

AGREEMENT FOR TRANSITION SERVICES

This Agreement for Transition Services is made between GTE Service Corporation,
a New York corporation, with offices at 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxx
00000 and its affiliates (individually and collectively "GTE") on one hand, each
only with respect to the Services (defined below) it provides, and Genuity Inc.,
a Delaware corporation, with offices at 0 Xxx xx Xxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxxx 00000 ("GENUITY"), and its subsidiaries and successors in
interest, on the other hand.

Whereas, GENUITY desires to obtain certain administrative services including
accounting and cash processing, billing, real estate management, and human
resources services on a transitional basis, with the term of the agreement being
one year or as otherwise set forth in a specific statement of work, terminable
by GENUITY at its sole discretion on 120 days notice; and

Whereas, GTE desires to provide such services to GENUITY.

Now therefore, in consideration of the mutual terms and conditions of this
Agreement, the parties agree as follows:

1. GENERAL.

(a) Services. GENUITY desires to obtain certain administrative transitional
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services on a non-exclusive basis from GTE or an affiliate company of GTE
under the terms and conditions of this agreement and statements of work
("Statements of Work") entered into by the parties (this agreement and all
attached Statements of work are collectively referred to as the
"Agreement"), and GTE or its affiliate shall provide to GENUITY such
administrative transitional services (individually and collectively,
"Services"). If there is any conflict or inconsistency between the terms
and conditions of a Statement of Work and the terms and conditions of this
Agreement (excluding for this purpose the Statements of Work), the terms
and conditions of the Statement of Work shall control.

(b) Statements of Work - Generally. Each of the Statements of Work entered
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into by the parties shall: (i) refer expressly to this Agreement; (ii)
designate the date as of which the provisions of the Statement of Work
shall be effective and, if applicable, the term or period of time during
which GTE shall perform Services, provide resources or otherwise discharge
its obligations as specified in the Statement of Work if different from the
term set out in this Agreement (excluding for this purpose the Statement of

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Work); (iii) describe the Services to be performed, Work Product (as
defined herein) to be delivered, resources to be provided or obligations to
be discharged by GTE pursuant to the Statement of Work; (iv) describe the
obligations of GENUITY related to the Statement of Work, including any
facilities, equipment, personnel and tasks or other support to be provided
or performed by GENUITY; (v) specify the payments to be made to GTE under
the Statement of Work, or, if applicable, the basis on which such payments
shall be computed; and (vi) specify any other terms and conditions
appropriate to the Services to be performed and the obligations of the
parties. In the event of conflict or inconsistency between the terms and
conditions of a Statement of Work and the terms and conditions of this
Agreement (excluding for this purpose the Statement of Work), the terms and
conditions of the Statement of Work shall control.

(c) Milestones, Phases and Timing; Changes. Each of the Statements of Work
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shall set out, if applicable, milestones and phases of the work. When
phases are specified, GTE shall not be obligated to proceed with work on
the next phase until GENUITY has provided written authorization to proceed.
If GENUITY has not provided GTE with written authorization to proceed on a
specific phase, and it is necessary to commence or complete such phase in
order to meet any milestones specified in the Statement of Work, GTE shall
not have any obligations with respect to such milestones and the Statement
of Work shall be deemed to be modified accordingly. The Statement of Work
may be modified by mutual written agreement, signed by both parties. No
verbal changes to the Statement of Work are permitted.

(d) Performance. All Services shall be performed in accordance with the terms
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and conditions of this Agreement and the requirements, order of performance
and delivery dates specified in each Statement of Work. GTE shall devote
such time, efforts and resources to the performance of Services as are
necessary to accomplish the tasks specified in any Statement of Work. GTE
may call upon the expertise and/or assistance of its affiliates,
subcontractors or consultants in the performance of such Services, provided
that GTE shall obtain the prior written consent of GENUITY in the event it
desires to use outside subcontractors or consultants. If a Statement of
Work specifies that some or all of the work will be done by a
subcontractors or consultant, no additional approval shall be required.

(e) Third Party Software Licenses. GENUITY acknowledges that GTE and its
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affiliates may be required to use certain software licensed to GTE by third
parties to provide Services pursuant to this Agreement. If any licensor of
such third party software requires the payment of any

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consideration to permit GTE to use the vendor's software in order to
perform its obligations under this Agreement, GTE shall provide GENUITY
with thirty (30) days prior written notice of such additional
consideration. GENUITY shall have the option to (i) procure its own license
to such software at its own expense, or (ii) authorize GTE to incur such
required additional consideration on its behalf and at GENUITY'S expense.
In the event that GENUITY does not agree to either (i) or (ii) above, GTE
shall not be required to provide the Services for which such third party
licenses are required. If the third party requires GENUITY to secure rights
in such third party software to receive the Services or to use the result
of such Services, GENUITY shall be responsible for securing such rights at
its own cost and expense.

2. COMPENSATION AND BILLING.

(a) Invoices. The charges for the Services shall be set out in the applicable
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Statement of Work. GTE shall invoice GENUITY for Services in accordance
with the payment schedule set forth in the applicable Statement of Work.
Each invoice shall reference this Agreement and the applicable Statement of
Work. The invoices shall be itemized to show the details as to all billed
items. Payments shall be made within thirty (30) days from the date each
invoice is received by GENUITY.

(b) Sales, Use and Other Taxes. In addition to the charges for Services,
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GENUITY shall pay GTE an amount equal to any sales, use, privilege, gross
revenue, excise, or any other tax (except income and franchise taxes), as
well as any assessments or duties with respect to the Services lawfully
levied by a duly constituted governmental authority and for which GTE is
required, by law, to collect from GENUITY. In addition each party shall be
responsible for all real and personal property taxes imposed on software
and equipment owned by the respective parties on January 1 of every year.
If GENUITY determines that any Services are exempt from a tax, GENUITY must
provide GTE a properly completed exemption certificate, for each
jurisdiction for which GENUITY is claiming an exemption, before GTE will
exclude the respective tax from amounts charged to GENUITY. GENUITY will
not deduct any tax amount from remittances to GTE until a properly
completed exemption certificate, for all jurisdictions for which GENUITY is
claiming an exemption, has been provided to GTE.

(c) Expense Reimbursement. GENUITY shall reimburse GTE for reasonable expenses
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for travel, meals and lodging incurred by GTE in the performance of its
obligations under this Agreement. Any such

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charges shall be in compliance with GTE's employee expense policies. There
shall be no xxxx-up of such expense charges. GTE shall maintain
documentation of expenses incurred, and shall provide copies of invoices of
$100 or more upon GENUITY's request. GTE shall xxxx GENUITY monthly for
expenses as they accrue. The parties will specify any limitation on the
reimbursement of expenses in the applicable Statement of Work. It is
acknowledged and agreed that if GTE is reasonably required to incur
expenses beyond such limitation in order to provide the Services, then GTE
is excused from performing such Services until said expense limitation is
removed or changed as mutually agreed, provided that GTE promptly notifies
GENUITY of the need to exceed the limitation.

(d) Records. GTE shall maintain complete and accurate records in a form
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consistent with generally accepted accounting practices, to substantiate
GTE charges. GTE shall retain, and make available upon request, such
records for a period of three (3) years from the date of invoice for
Services. GENUITY and its authorized agents, subject to obligations of
confidentiality as set forth in this Agreement, shall have access to such
records upon prior written request during normal business hours during the
term of this Agreement and during the respective periods in which GTE is
required to maintain such records pursuant to this subsection. Access to
the records shall be made at the location where such records are normally
maintained.

3. TERM.

This Agreement is effective as of _____________ and shall continue in
effect for a term of one (1) year, or such term as may be set out in a
Statement of Work, or until GENUITY exercises its right in its sole
discretion to terminate for convenience under Section 24 (c) of this
Agreement. This Agreement shall remain in effect with respect to and for
the duration of any Statement of Work that is agreed by the parties to
extend beyond the end of the term. In the event of any termination or
expiration, the Parties agree to reasonably cooperate in transitioning the
work to any successor service provider, and upon GENUITY's request and at
its expense, GTE shall use commercially reasonable efforts to secure
GENUITY's continued use of applicable third party licenses.

4. ACCEPTANCE.

(a) Acceptance. Each Statement of Work shall specify the criteria that GTE must
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meet in order for the Work Products described in the Statement of Work to
be accepted by GENUITY. It shall also specify a test plan, and such other
information as GTE and GENUITY

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mutually deem appropriate and the period of time that GENUITY shall have
to review such Work Product and provide notice of acceptance or rejection
to GTE. Failure to accept or reject such Work Product within the
specified period of time or the commercial use of such Work Product by or
for the benefit of GENUITY shall be deemed to be acceptance.

(b) Rejection and Revision. If GENUITY rejects any Work Product, it shall
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specify in reasonable detail in writing the reasons for rejection and the
requirements for revision. If the notice of rejection is not sufficiently
detailed to allow GTE to determine why such Work Product is unacceptable,
GTE may request in writing that GENUITY provide sufficient additional
information. If GTE and GENUITY have joint responsibility for the Work
Product and the Work Product requires revision, GTE shall assist GENUITY in
making revisions necessary for the Work Product to meet the acceptance
criteria within a period of time that is reasonable under the
circumstances. If GTE has sole responsibility for the Work Product, then
it shall make the necessary revisions within a period of time that is
reasonable under the circumstances.

5. CONFIDENTIAL INFORMATION.

(a) Confidentiality. In the course of requesting and performing Services
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pursuant to this Agreement, each party may receive or acquire from the
other information or data pertaining to specifications, drawings, sketches,
models, samples, computer programs, methods, concepts, know-how,
techniques, processes, and other technical or business information that the
other party desires to protect against unauthorized use or further
disclosure. Unless otherwise expressly set forth in a Statement of Work,
for purposes of this Agreement, "Confidential Information" shall mean: (i)
any information in written, other tangible or electronic form which is
labeled by the disclosing party as "confidential", "proprietary" or with a
legend of similar import; (ii) software in any form (including related
documentation), whether or not labeled in accordance with the preceding;
(iii) Services and Work Products provided pursuant to this Agreement, with
the ownership of and proprietary interest therein being defined in the
applicable Statement of Work; or (iv) information orally disclosed and
identified as confidential at the time of such disclosure which is
summarized in writing within thirty (30) days of such disclosure. Each
party shall remain the exclusive owner of its Confidential Information.

(b) Use of Confidential Information. The Confidential Information of the
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disclosing party may be used by the receiving party only for the
performance or use of Services or Work Products to be provided pursuant

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to this Agreement and may only be disclosed to those employees,
subcontractors or agents of the receiving party who have a need to know in
order to perform or use Services or Work Products pursuant to this
Agreement. Except and to the extent set forth in Section 5(c), the
receiving party may not disclose Confidential Information of the other
party to any other person, entity, or the public without the prior written
consent of the disclosing party. However, such Confidential Information may
be disclosed by the receiving party without the necessity of prior written
consent, to the receiving party's subcontractors or consultants who require
access to such Confidential Information to perform or use the Services
under this Agreement, provided such persons have entered into written
agreements which contain obligations of nondisclosure and nonuse no less
restrictive than set forth in this Section. It is agreed that such written
agreements shall be enforceable by the disclosing party.

(c) Exceptions. The obligations in Section 5(b) shall not apply to that
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portion of any information received from the disclosing party which is:
lawfully in the receiving party's possession, with no restriction on use or
disclosure, prior to its acquisition from the disclosing party; received in
good faith by the receiving party, with no restrictions on use or
disclosure, from a third party not subject to any confidential obligation
to the disclosing party; now or later becomes publicly known through no
breach of confidential obligation by the receiving party; released by the
disclosing party to any other person, firm or entity (including
governmental agencies or bureaus) without restriction on use or disclosure;
or independently developed by or for the receiving party without any
reliance on or use of Confidential Information of the disclosing party.

(d) Disclosure and Notification. If a receiving party receives a request to
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disclose any Confidential Information of the disclosing party (whether
pursuant to a subpoena, an order issued by a court or other governmental
authority of competent jurisdiction or otherwise) and, on advice of legal
counsel, determines that disclosure is required under applicable law, the
receiving party agrees that, prior to disclosing any Confidential
Information of the disclosing party, it shall (i) notify the disclosing
party of the existence and terms of such request or advice, (ii) cooperate
with the disclosing party in taking legally available steps to resist or
narrow any such request or to otherwise eliminate the need for such
disclosure at the disclosing party's sole expense, if requested to do so by
the disclosing party, and (iii) if disclosure is required, it shall be the
obligation of the disclosing party to use its commercially reasonable
efforts to obtain a protective order or other reliable assurance that
confidential treatment shall be afforded to such portion of the
Confidential Information of the disclosing party as is required to be
disclosed.

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(e) Continuing Obligation. The obligation of non-disclosure and non-use with
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respect to Confidential Information of the disclosing party shall survive
termination of this Agreement and shall continue for a period of 5 years
thereafter, provided that the obligations of non-disclosure and non-use
shall continue in perpetuity for software included in Confidential
Information.

6. OWNERSHIP AND LICENSE OF WORK PRODUCTS.

(a) Ownership. Unless expressly provided otherwise in the applicable Statement
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of Work, the ownership of any and all right, title and interest in and to
work products (including without limitation: computer programs and
documentation; photographs; logos; drawings; artistic and graphical works;
reports; data; information; and other works of authorship) made by Service
Provider, or its suppliers or contractors, during performance of Services
for Service Recipient in accordance with the applicable Statement of Work
(all such works herein "Work Products"), shall be determined in accordance
with the terms and conditions of the Software Development and Technical
Services Agreement relating to ownership of intellectual property, with
those terms and conditions being applied to any Statement of Work issued
hereunder and being incorporated herein in their entirety by this
reference.

(b) License. Unless expressly provided otherwise in the applicable Statement
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of Work:

(1) If Service Provider owns any Work Products, any license granted
to Service Recipient by Service Provider in or to any such Work
Products shall be on the same terms and conditions as the license
grant by GTE to GENUITY contained in the Software License
Agreement, with such terms and conditions being incorporated
herein in their entirety by this reference.

(2) If Service Recipient owns any Work Products, and subject to
Service Provider's obligations with respect to Service
Recipient's Confidential Information, Service Provider shall
retain a non-exclusive, perpetual, world-wide, royalty-free
license to use any such Work Product for its ordinary and usual
business purposes.

7. DISPUTE RESOLUTION.

(a) General. Except as provided in subparagraph 7(d) below, any controversy or
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claim arising out of or relating to this Agreement, or the

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breach thereof, shall attempt to be settled first, by good faith efforts of
the parties to reach mutual agreement, and second, if mutual agreement is
not reached to resolve the dispute, by final, binding arbitration as set
out in paragraph 6(c) below.

(b) Initial Resolution. A party that wishes to initiate the dispute resolution
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process shall send written notice to the other party with a summary of the
controversy and a request to initiate these dispute resolution procedures.
Each party shall appoint a knowledgeable, responsible representative from
the company who has the authority to settle the dispute, to meet and
negotiate in good faith to resolve the dispute. The discussions shall be
left to the discretion of the representatives, who may utilize other
alternative dispute resolution procedures such as mediation to assist in
the negotiations. Discussions and correspondence among the representatives
for purposes of these negotiations shall be treated as Confidential
Information developed for purposes of settlement, shall be exempt from
discovery and production, and shall not be admissible in the arbitration
described above or in any lawsuit pursuant to Rule 408 of the Federal Rules
of Evidence. Documents identified in or provided with such communications,
which are not prepared for purposes of the negotiations, are not so
exempted and may, if otherwise admissible, be admitted in evidence in the
arbitration or lawsuit. The parties agree to pursue resolution under this
subsection for a minimum of 60 days before requesting arbitration.

(c) Arbitration. If the dispute is not resolved under the preceding subsection
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within 60 days of the initial written notice, either party may demand
arbitration by sending written notice to the other party. The parties
shall promptly submit the dispute to the American Arbitration Association
for resolution by a single neutral arbitrator acceptable to both parties,
as selected under the rules of the American Arbitration Association. The
dispute shall then be administered according to the American Arbitration
Association's Commercial Arbitration Rules, with the following
modifications: (i) the arbitration shall be held in a location mutually
acceptable to the parties, and if the parties do not agree, the location
shall be New York City; (ii) the arbitrator shall be licensed to practice
law; (iii) the arbitrator shall conduct the arbitration as if it were a
bench trial and shall use, apply and enforce the Federal Rules of Evidence
and Federal Rules of Civil Procedure; (iv) except for breaches related to
Confidential Information the arbitrator shall have no power or authority to
make any award that provides for consequential, punitive or exemplary
damages; (v) the arbitrator shall control the scheduling so that the
hearing is completed no later than 60 days after the date of the demand for
arbitration; and (vi) the arbitrator's decision shall be given within 5
days thereafter in summary form that states the award, without written
decision, which shall follow the

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plain meaning of this Agreement, the relevant documents, and the intent of
the parties. Judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction over the parties. Each party to
the dispute shall bear its own expenses arising out of the arbitration,
except that the expenses of the facilities to conduct the arbitration and
the fees of the arbitrator shall be shared equally by the parties.

(d) Injunctive Relief. The foregoing notwithstanding, each party shall have
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the right to seek injunctive relief in an applicable court of law or equity
independent of any resolution of the dispute in accordance with the
foregoing.

8. RELATIONSHIP OF PARTIES.

(a) Independent Contractors. In providing any Services pursuant to this
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Agreement, GTE and its affiliates are independent contractors and not
agents or representatives of GENUITY. Persons furnished by the respective
parties shall be solely the employees or agents of such parties,
respectively, and shall be under the sole and exclusive direction and
control of such parties. They shall not be considered employees of the
other party or parties for any purpose. Each party shall also be
responsible, respectively, for payment of taxes, including federal, state,
and municipal taxes, chargeable or assessed with respect to its employees
or agents, such as social security, unemployment, worker's compensation,
disability insurance and federal and state income tax withholding.

(b) No Performance. Neither party undertakes by this Agreement or any
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Statement of Work to conduct the business or operations of the other party.
Nothing contained in this Agreement or any Statement of Work is intended to
give rise to a partnership or joint venture between the parties or to
impose upon the parties any of the duties or responsibilities of partners
or joint venturers.

9. FORCE MAJEURE.

If performance of any Services under this Agreement is prevented,
restricted or interfered with by reason of acts of God, wars, revolution,
civil commotion, acts of public enemy, embargo, acts of government in its
sovereign capacity, labor difficulties, including without limitation,
strikes, slowdowns, picketing or boycotts, communication line failures,
power failures, or any other circumstances beyond the reasonable control
and not involving any fault or negligence of the party affected, the party
affected, upon giving prompt notice to the other party, shall be excused
from such performance on a day-to-day basis during the continuance of

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such prevention, restriction, or interference (and the other party shall
likewise be excused on a day-to-day basis during the same period, from
performance of its obligations which are dependent upon or affected by such
nonperformance), provided, however, that the party so affected shall use
its commercially reasonable efforts to avoid or remove such causes of
nonperformance and both parties shall proceed immediately with the
performance of their obligations under this Agreement whenever such causes
are removed or cease.

If a force majeure condition continues to prevent a party from performing
for more than (30) consecutive days, then the other party may terminate the
applicable Statement of Work.

10. REGULATORY COMPLIANCE.

(a) Cooperation. This Agreement is subject at all times to any statute,
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order, rule, or regulation or any state or federal regulatory agency having
competent jurisdiction over one or both of the parties hereto or the
Services provided hereby. The parties agree to cooperate with each other
and with any applicable regulatory agency so that any and all necessary
approvals may be obtained. During the term of this Agreement, the parties
agree to continue to cooperate with each other in any review of this
Agreement by a regulatory agency so that the benefits of this Agreement may
be achieved.

(b) Filing Agreement. Notwithstanding the effective date and term of this
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Agreement as stated elsewhere, to the extent that any statute, order, rule
or regulation or any regulatory agency having competent jurisdiction over
one or both parties to this Agreement, shall require that this Agreement or
subsequent amendment be filed with or approved by such regulatory agency
before the Agreement or amendment may be effective, this Agreement or
amendment shall not be effective in such jurisdiction until the first
business day after such approval or filing shall have occurred.

11. INDEMNIFICATION.

(a) General. GTE and GENUITY, to the fullest extent permitted by law, each
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shall defend, indemnify and hold harmless the other and its affiliates,
officers, agents and employees from any and all amounts payable under any
judgment, verdict, court order or settlement (and associated fees and
disbursements of counsel) arising from or related to any third-party claims
for injury, sickness, disease or death of any person or damage to any real
or tangible personal property or assets to the extent arising from the
indemnitor's (either directly or through its officers, agents,
subcontractors or representatives) negligence or willful misconduct in the

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performance of this Agreement provided, however, that if a claim is the
result of the joint negligence or joint willful misconduct of GTE and
GENUITY, the amount of the claim for which each party is entitled to
indemnification shall be limited to that portion of such claim that is
attributable to the negligence or willful misconduct of the indemnifying
party. The parties agree that the price for Services provided under this
Agreement includes consideration for the obligation to indemnify as set out
in this Section.

(b) Losses. GENUITY and GTE each shall be responsible for any and all claims,
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actions, damages, liabilities, costs and expenses, including reasonable
attorneys' fees and expenses (collectively, "Losses"), to their respective
tangible personal or real property (whether owned or leased), and each
party agrees to look only to its own insuring arrangements (if any) with
respect to such Losses. Subject to the procedures set forth below, each
party shall indemnify, defend, and hold the other party harmless from any
and all Losses arising out of, under or in connection with claims for which
the indemnitor is responsible under the preceding sentence.

(c) Waivers. GENUITY and GTE waive all rights to recover against each other
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for any Loss to their respective tangible personal property (whether owned
or leased) from any cause covered by insurance maintained by each of them,
including their respective deductibles or self-insured retentions. GENUITY
and GTE shall cause their respective insurers to issue appropriate waivers
of subrogation rights endorsements to all property insurance policies
maintained by each Party. Each Party shall give the other written notice
if a waiver of subrogation is unobtainable or obtainable only at additional
expense. If the Party receiving such notice agrees to reimburse the other
Party for such additional expense, the other Party shall obtain such waiver
of subrogation. If a waiver is unobtainable or if a Party elects not to
pay the additional expense of a waiver, then neither Party nor their
insurers shall waive such subrogation rights.

(d) Defense. Except as otherwise set forth in the applicable Statement of
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Work, and subject to the limitations and procedures set forth below, GTE
agrees to defend GENUITY against any action to the extent that such action
is based upon a claim that the Service provided by GTE pursuant to this
Agreement (i) infringes a United States copyright, (ii) infringes a United
States patent or (iii) constitutes an unlawful disclosure, use or
misappropriation of another party's trade secret and not as the result of
any prohibited use or transfer by GENUITY. GTE shall bear the expense of
such defense and pay any Losses finally

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awarded by a court of competent jurisdiction that are directly attributable
to such claim.

(e) Contributory Infringement. GTE shall not be liable to GENUITY for claims
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of indirect or contributory infringement. Further, GTE shall have no
liability to GENUITY hereunder if (i) the claim of infringement is based
upon the use of Services or Work Products provided by GTE hereunder in
connection or in combination with equipment, devices, data or software not
supplied by GTE, and such infringement would not have occurred but for such
use, (ii) such Services or Work Products are used outside of the scope of
the rights and licenses granted to GENUITY; (iii) the Services or Work
Products are modified by or for GENUITY (including by GTE at GENUITY's
direction or instructions), and such infringement would not have occurred
but for such modification; (iii) GENUITY uses any of the Services or Work
Products in the practice of a patented process and there would be no
infringement in the absence of such practice, or (iv) the claim of
infringement arises out of the GTE's compliance with written directions
provided by GENUITY and such infringement would not have occurred but for
such compliance. For all of the foregoing exclusions, GENUITY shall defend
and indemnify GTE for any infringement claims to the extent set forth in
Section 11(d).

(f) Mitigation. If a Service or Work Product becomes the subject of an
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infringement claim, or in GTE's opinion is likely to become the subject of
such a claim, then, in addition to defending the claim and paying any
damages and attorneys' fees as required above, GTE may, at its option and
in its sole discretion, and at its own cost and expense: (i) replace or
modify such Service or Work Product to make it noninfringing or cure any
claimed misuse of any third party trade secret; (ii) procure for GENUITY
the right to continue using such Service or Work Product pursuant to this
Agreement; or if neither (i) nor (ii) are possible at a commercially
reasonable cost, (iii) require the return of such Service or Work Product,
terminate the Statement of Work (to the extent it has not yet been
completed) and terminate GENUITY's right to use the same and refund to
GENUITY a pro-rata portion of the amount actually paid to GTE by GENUITY
for such Service or Work Product. Notwithstanding the foregoing, if GTE
exercises its right to require the return of such Service or Work Product
and terminates GENUITY's right to use the same, to the extent permitted by
applicable law, GENUITY may retain and continue to use such Service Work
Product to the extent GENUITY agrees in writing to defend and indemnify GTE
for any and all expenses, costs and liabilities associated with such
continued possession and use of such

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Service or Work Product. The foregoing sets forth GTE's sole and exclusive
obligations, and GENUITY's sole remedies, for infringement of intellectual
property by Services or Work Product.

(g) Conditions. The indemnification obligations set forth in this Section
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shall not apply unless the party claiming indemnification: (i) notifies
the other promptly in writing of any matters in respect of which the
indemnity may apply and of which the notifying party has knowledge, in
order to allow the indemnitor the opportunity to investigate and defend the
matter; provided, however, that the failure to so notify shall only relieve
the indemnitor of its obligations under this Section if and to the extent
that the indemnitor is prejudiced thereby; and (ii) gives the other party
full control of the response thereto and the defense thereof, including any
agreement relating to the settlement thereof. However, if the indemnitor
fails to promptly assume the defense of the claim, the party entitled to
indemnification may assume the defense at the indemnitor's cost and
expense. The indemnitor shall not be responsible for any settlement or
compromise made without its prior written consent, unless the indemnitee
has tendered notice and the indemnitor has then refused to assume and
defend the claim and it is later determined that the indemnitor was
obligated to assume and defend the claim. The indemnitee agrees to
cooperate in good faith with the indemnitor at the request and expense of
the indemnitor.

12. LIMITATION OF LIABILITY.

(a) General. A party's and its affiliates' liability arising out of or
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relating to a Statement or Statements of Work and this Agreement, including
without limitation on account of performance or nonperformance of
obligations hereunder, regardless of the form of the cause of action,
whether in contract, tort (including without limitation negligence),
statute or otherwise, shall in no event exceed the lesser of (i) the price
to be paid to GTE for the completed Statement of Work (whether set out as a
fixed price, estimated price, not-to-exceed amount, or other similar
expression of the total price for the work to be performed under the
Statement of Work); or (ii) the amount actually paid by GENUITY to GTE for
the particular Statement of Work from which the claim arises. The
limitation in the immediately preceding sentence does not apply to a
party's obligations under the Sections entitled Indemnification and
Confidential Information, nor does it apply to willful misconduct or gross
negligence on the part of a party.

(b) Limitation. EXCEPT FOR BREACHES RELATED TO CONFIDENTIAL INFORMATION,
----------
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,
PUNITIVE, EXEMPLARY, SPECIAL

Page 13 of 114

OR CONSEQUENTIAL DAMAGE OR LOST PROFITS OF ANY KIND WHATSOEVER EVEN IF A
PARTY OR ITS AFFILIATES HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH
DAMAGES OCCURRING.

(c) Benefits Under Licenses. Anything contained herein to the contrary
-----------------------
notwithstanding, this Agreement shall not constitute an agreement to start
work, to provide Services or Work Product or to make available to GENUITY
the benefits under any agreement, license or arrangement if doing so
without the consent of and/or payment to another party thereto would
constitute a breach thereof or in any material way affect the rights of GTE
thereunder, unless and until such consent is obtained and payment, if any,
made to such party by GTE, provided however, that GTE will use commercially
reasonable efforts to secure such consents and benefits under any such
agreement or arrangement. If GTE cannot: (i) obtain such consent; or (ii)
GTE and the third party vendor cannot agree on a commercially reasonable
payment, if such is required, or (iii) if providing the Services or Work
Products or making the benefits under any such agreement, license or
arrangement available would materially affect GTE's rights thereunder, GTE
shall not be required to provide any Services or Work Products which are
dependent upon such agreement, license or arrangement. GENUITY may,
however, obtain the requisite license or rights, or pay such fees necessary
for GTE to provide the Services.

13. CHANGES IN MANNER OF PROVIDING SERVICES.

GENUITY acknowledges that GTE and its affiliates may in the future
determine to outsource certain information technology functions or perform
such functions using different computer software operating systems or
applications. These changes may prevent GTE from providing certain
Services or Work Products to GENUITY pursuant to this Agreement in the
manner in which they have been provided prior to such change. In the event
GTE determines to take any such action, it will provide GENUITY with one
hundred twenty (120) days prior written notice and will cooperate with
GENUITY to enable GENUITY to continue to receive any affected Services and
Work Products through arrangements with GTE's outsource providers or
through conversion of GENUITY data for use on such operating systems or
applications. In the event GTE determines to make such changes, GENUITY
shall have the right to terminate this Agreement or any affected STATEMENT
OF WORK without any liability or penalty. Any customizations requested by
GENUITY within or to the systems utilized by GTE to provide the Services
shall be at GTE's discretion. GENUITY shall be required to pay the mutually
agreed upon cost of such customizations.

Page 14 of 114

14. INSURANCE.

(a) Coverage. GTE agrees to maintain in full force and effect during the term
--------
of this Agreement, and so long as the indemnity obligations hereunder are
in effect, for GTE the following minimum insurance coverages: (i) Worker's
Compensation and Occupational Disease covering GTE's full liability under
the Statutory Workers' Compensation Laws for the state in which the Service
is being performed; (ii) Employer's Liability Insurance in the minimum
amount of $100,000 per accident, $100,000 disease per employee, and
$500,000 disease aggregate; (iii) General Liability Insurance - Broad
Form, including, but not limited to GTE's Protective Liability, Blanket
Contractual Liability and Products Liability/Completed Operations in the
minimum amounts of $1,000,000 per occurrence; and (iv) If the use of motor
vehicles is required, comprehensive Motor Vehicle Liability Insurance to
include, but not limited to owned, non-owned, leased, and hired vehicles in
the minimum amounts of $1,000,000 combined single limit per occurrence for
Property Damage and any accident resulting in bodily injury or the death of
one or more persons, and the consequential damages arising therefrom.

(b) Certificates of Insurance. Certificates of Insurance, incorporating the
-------------------------
above-described endorsements, shall be furnished to GENUITY upon request.

15. REPRESENTATIONS AND WARRANTIES.

GTE represents, warrants, and covenants to GENUITY that:

(a) In performing Services, GTE shall comply with all applicable laws, codes,
ordinances, orders, rules and regulations of local, state, and federal
governments and agencies and instrumentalities, including, but not limited
to, applicable wage and hour, safety and environmental laws, and all
standards and regulations of appropriate regulatory commissions and similar
agencies.

(b) All Services furnished by GTE shall be performed by qualified personnel at
a level of professional performance standard within the industry in which
the Services are provided.

(c) GTE has all rights and licenses to perform the Services contemplated by
this Agreement and any Statement of Work incorporated herein.

(d) THE WARRANTIES IN THIS SECTION 15 AND ANY WARRANTY IN A STATEMENT OF WORK,
BUT ONLY IF SPECIFICALLY IDENTIFIED

Page 15 of 114

AS AN EXPRESS WARRANTY IN SUCH STATEMENT OF WORK (INCLUDING SERVICE LEVEL
AGREEMENTS), ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OR
WHETHER ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE
TRADE OR PROFESSION OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR
WARRANTIES AGAINST INFRINGEMENT. Except for the warranties expressly set
forth in this Section 15 and any Statement of Work, GENUITY acknowledges
and agrees that it has relied on no other representations or warranties and
that no other representations or warranties have formed the basis of its
bargain hereunder.

(e) All representations, warranties and covenants of GTE contained in this
Section shall continue for the term of this Agreement and shall survive its
termination.

16. ASSIGNMENT AND SUBCONTRACTING.

(a) Neither this Agreement nor any rights or obligations hereunder shall be
assignable by either of the parties hereto; provided that GTE may delegate
all or any portion of its obligations to perform Services under this
Agreement to one or more of its affiliates or either party may assign to
any affiliate without the consent of the other party.

(b) GTE may use subcontractors to perform the Services under this Agreement as
specified in Section 1(d). GTE shall be responsible for the fulfillment of
its obligations hereunder, notwithstanding the performance of such
obligations by its subcontractors.

17. EQUAL EMPLOYMENT.

(a) General Compliance. Without limitation of Section 18, COMPLIANCE WITH
------------------
LAWS, each party shall comply with applicable laws concerning employment,
including, but not limited to the following, which are incorporated herein
by specific reference:

(1) The Equal Employment Opportunity Clause set forth in Section 202,
paragraphs I through 7, of Executive Order 11246, as amended, relative
to Equal Employment Opportunity and the implementing Rules and
Regulations of the Office of Federal Contract Compliance (hereinafter
referred to as "the OFCCP") relating to equal employment opportunity.

Page 16 of 114

(2) The Affirmative Action Clause set forth in Section 60-741.4 of the
Affirmative Action Regulations on Handicapped Workers, issued by the
OFCCP pursuant to Section 503 of the Vocational Rehabilitation Act of
1973, as amended.

(3) The Affirmative Action Clause set forth in Section 60-250.4 of the
regulations issued by the OFCCP under Section 402 of the Vietnam Era
Veteran's Readjustment Assistance Act of 1974.

(4) Public Law 95-507 and Executive Orders 11625 and 12138.

(5) The Immigration Reform and Control Act of 1986 and any and all rules
and regulations pertaining thereto. In compliance with the Act,
GENUITY requires all approved contracting firms to supply only persons
authorized to work in the United States pursuant to the Act. GTE shall
be responsible for complying with the Act with regard to all employees
supplied to GENUITY.

(6) Title I of the Americans with Disabilities Act, 42 U.S.C.A. 12101
et seq.
-------

(b) ADA. If any persons furnished by either party under the Agreement or any
---
Statement of Work have a disability as defined in the Americans with
Disabilities Act, 42 U.S.C.A. 12101 et seq. (the ADA), the furnishing party
shall, where required by Title I of the ADA and at its sole expense,
provide "reasonable accommodations" that may be required under Title I of
the ADA. If GTE performs Services at facilities operated by GENUITY,
GENUITY shall be responsible, at its sole expense, for any physical changes
to GENUITY's facility that may be required under the ADA with respect to
persons utilized by GTE in performing the Services.

(c) Work Environment. Both parties agree to provide a work environment free
----------------
from all forms of sexual harassment, including but not limited to, any
unwelcome sexual advances, requests or demands for sexual favors, and other
visual, verbal, or physical conduct of a sexual nature.

18. COMPLIANCE WITH LAWS.

GTE and GENUITY shall each comply with the provisions of all applicable
federal, state, and local laws, ordinances, regulations and codes
(including procurement of required permits or certificates) in
fulfillment of their obligations under this Agreement. The Confidential
Information of each party may be subject to U.S. export and foreign
transactions control regulations. Each

Page 17 of 114

party undertakes that it will not export, nor cause nor permit to be
exported, the other party's Confidential Information out of the United
States of America without such other party's prior written consent and
without compliance with applicable law and regulation; nor will such
Confidential Information be made available, directly or indirectly, for
use in any project associated with the design, development, production,
testing, stockpiling or use of: (a) nuclear weapons or facilities to
produce nuclear explosives; or, (b) missiles; or, (c) chemical or
biological warfare agents. Each party agrees to comply with all
applicable laws and regulations relating to the exportation of technical
information, as they currently exist and as they may be amended from time
to time.

19. PLANT WORK RULES AND RIGHT OF ACCESS.

(a) Compliance. Employees, subcontractors, and agents of the parties, while on
----------
the premises of the other, shall comply with all plant rules, regulations
and reasonable company standards for security, including (when required by
U.S. government regulations) submission of satisfactory clearance from U.S.
Department of Defense and other federal authorities concerned.

(b) Access. Each party shall permit reasonable access during normal working
------
hours to its facilities that are used in connection with the performance of
Services. No charge shall be made for such visits. Reasonable prior notice
shall be given when access is required.

(c) Limitation on Access. If either party is given access, whether on-site or
--------------------
through remote facilities, to any computer or electronic data storage
system of the other party in order to accomplish the Services called for in
this Agreement, the party that receives such access shall limit such access
and use solely to perform Services within the scope of this Agreement and
shall not access or attempt to access any computer system, electronic file,
software or other electronic services other than those specifically
required to accomplish the Services required under this Agreement. Under
no circumstances shall either party's personnel access any networks or
facilities of the other party for the purpose of accessing other external
networks, nor shall any such capabilities for such access be published or
made known via any medium, as for example and not by way of limitation,
posting on bulletin boards or E-mail. Any such use or publication shall be
a material breach of this Agreement. Neither party shall use back doors,
data capture routines, games, viruses, worms, or Trojan horses and any
intentional introduction of such into the other party's data networks shall
be deemed a material breach of this Agreement. The party receiving access
shall limit such access to those of its employees whom the other party has
authorized in writing to have such access in connection with this Agreement
or the applicable Statement of Work, and shall strictly follow all security
rules and procedures for use of

Page 18 of 114

the providing party's electronic resources. All user identification
numbers and passwords and any information obtained as a result of access
to and use of a party's computer and electronic data storage systems
shall be deemed to be, and shall be treated as, Confidential Information
under applicable provisions of this Agreement. Each party agrees to
cooperate with the other in the investigation of any apparent
unauthorized access to a party's computer or electronic data storage
systems.

20. GENUITY RESPONSIBILITIES.

GENUITY agrees to perform in a timely fashion those tasks, and to provide
the personnel, facilities and accurate information as agreed by the
parties and set forth in the applicable Statement of Work. GENUITY
further agrees to cooperate with GTE in its performance of this
Agreement, to not unreasonably withhold its consent to any matter for
which consent is required or requested.

21. PERMITS.

Unless otherwise specifically provided for in this Agreement, GTE shall
obtain and keep in full force and effect, at its expense, any permits,
licenses, consents, approvals and authorizations ("Permits") necessary
for and incident to the performance and completion of the Services.
Notwithstanding the foregoing, GENUITY shall obtain and keep in full
force and effect, at its expense, any Permits related to its facilities
and the conduct of its business.

22. PUBLICITY.

The parties agree to submit to one another, for prior written approval,
all advertising, sales promotion, press releases and other publicity
matters relating to the Services performed pursuant to this Agreement,
when its respective name or xxxx is mentioned or language from which the
connection of said name or xxxx xxx be inferred or implied. The parties
further agree not to publish or use such advertising, sales promotions,
press releases, or publicity matters without such prior written approval.
Any approval required under this Section shall not be unreasonably
withheld or delayed by either party.

23. TRADEMARKS, TRADENAMES AND OTHER INTELLECTUAL PROPERTY.

Except as expressly set forth in this Agreement or in a separate written
agreement between GTE and GENUITY, nothing in this Agreement or any
Statement of Work shall grant, suggest or imply any right, license or
authority for one party to use the name, trademarks, service marks, trade
names or domain names of the other for any purpose whatsoever. Except and
to the

Page 19 of 114

extent expressly set forth in this Agreement or in a separate written
agreement between GTE and GENUITY, nothing in this Agreement or any
Statement of Work shall be deemed to grant to either party any right or
license under any intellectual property of the other party.

24. TERMINATION.

(a) Termination Events. Either party may terminate or cancel this Agreement or
------------------
any Statement of Work, effective immediately, upon written notice to the
other party, if any of the following events occur:

(1) The other files a voluntary petition in bankruptcy (other than as
creditor).

(2) The other is adjudged bankrupt.

(3) A court assumes jurisdiction of the assets of the other under a
federal reorganization act.

(4) A trustee or receiver is appointed by a court for all or a substantial
portion of the assets of the other.

(5) The other becomes insolvent or suspends its business.

(6) The other makes an assignment of its assets for the benefit of its
creditors except as required in the ordinary course of business.

(b) Termination for Breach. Either party may terminate or cancel this
----------------------
Agreement or a Statement of Work, for a material breach or default of any
of the terms, conditions or covenants of this Agreement by the other,
provided that such termination or cancellation may be made only following
the expiration of a thirty (30) day period ("Cure Period") during which the
breaching party has failed to cure such breach after having been given
written notice thereof. In such event, the non-breaching party may
terminate by giving 10 days written notice of termination, after the
expiration of the Cure Period.

(c) Termination for Convenience. GENUITY may terminate this Agreement or a
---------------------------
Statement of Work during the term of this Agreement or a Statement of Work,
for convenience on one hundred twenty (120) days prior written notice to
GTE. In the event of termination by GENUITY pursuant to this Section,
prior to the end of the term, GENUITY will reimburse GTE for all GENUITY-
approved, third party costs for equipment or

Page 20 of 114

software which have been incurred by GTE after the execution of this
Agreement as a direct result of GTE's provision of Services under this
Agreement or any Statement of Work, provided that GENUITY shall be entitled
to any right, license or title related to any such equipment or software to
the extent GTE has the ability to convey such right, license or title.

(d) Termination under Statement of Work. Statements of Work may be terminated
-----------------------------------
as set out under their specific terms, if different from those set out in
(a), (b) and (c) above.

25. NOTICE.

Any written notice either party may give the other concerning the subject
matter of this Agreement shall be in writing and given or made by means
that obtain a written acknowledgment of receipt. If the notice pertains
to a STATEMENT OF WORK performed by any of the following entities notice
shall be sent to the applicable company addresses shown below, which may
be changed by written notice:

To GTE SERVICE CORPORATION:
0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Attention:__________

To GTE DATA SERVICES INCORPORATED:
Xxx Xxxx Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxxx, Xxxxxxx 00000
Attention:____________

To GTE CONSOLIDATED SERVICES INCORPORATED:
0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Attention:___________

To GTE COMMUNICATION SYSTEMS INCORPORATED:
0000 Xxxx Xxxxx
Xxxxx, Xxxxxx, Xxxxx 00000
Attention:_____________

To GENUITY:
0 Xxx xx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention:_____________

Page 21 of 114

Notice shall be deemed to have been given or made when actually received,
as evidenced by written acknowledgment of receipt.

26. WAIVER OF TERMS AND CONDITIONS.

Failure to enforce any of the terms or conditions of this Agreement shall
not constitute a waiver of any such terms or conditions, or of any other
terms or conditions.

27. SEVERABILITY.

Where any provision of this Agreement is declared invalid, illegal, void
or unenforceable, or any changes or modifications are required by
regulatory or judicial action, and any such invalid, illegal, void or
unenforecable provision, or such change or modification, substantially
affects any material obligation of a party hereto, the remaining
provisions of this Agreement shall remain in effect and the parties shall
mutually agree upon a course of action with respect to such invalid
provision or such change or modification to the end that the purposes of
this Agreement are carried out.

28. SURVIVAL OF OBLIGATIONS.

The provisions in the Agreement relating to Confidentiality,
Indemnification, Dispute Resolution, Termination, Compensation and
Billing, Limitation of Liability, and Insurance shall survive any
termination, cancellation or expiration of this Agreement.

29. APPLICABLE LAW.

This Agreement, and the rights and obligations contained in it, shall be
governed by and construed in accordance with the laws of the State of New
York, without regard to any conflicts of law principles that would
require the application of the laws of any other jurisdiction.

30. NO UNREASONABLE DELAY OR WITHHOLDING.

Where agreement, approval, acceptance, consent or similar action by
GENUITY or GTE is required, such action shall not be unreasonably delayed
or withheld.

Page 22 of 114

31. ENTIRE AGREEMENT

This Agreement represents the entire understanding between the parties
with the respect to its provisions and cancels and supercedes all prior
agreements or understandings, whether written or oral, with respect to
the subject matter. This Agreement may only be modified or amended by an
instrument in writing signed by duly authorized representatives of the
parties. This Agreement shall be deemed to include all Exhibits, Addenda
and Statements of Work issued hereunder.

32. RULES OF INTERPRETATION

Headings in this Agreement are for convenience of reference only and
shall not affect the interpretation or construction hereof. Unless
otherwise specified, (i) the terms "hereof", "herein" and similar terms
refer to this Agreement as a whole and (ii) references herein to
"Sections" refer to parts or sections of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement through
their authorized representatives.

Genuity Inc. GTE Service Corporation

By:_______________________________ By:__________________________________
Name:_____________________________ Name:________________________________
Title:____________________________ Title:_______________________________
Date:_____________________________ Date:________________________________

Page 23 of 114

STATEMENT OF WORK
-----------------
ACCOUNTING AND CASH PROCESSING SERVICES
---------------------------------------

This Statement of Work is appended to the Transition Services Agreement
("Agreement") dated ______________ by and between Genuity Inc. and GTE Service
Corporation and shall be governed by the terms and conditions thereof. The
services described herein shall be provided for a period of twelve (12)
consecutive months effective upon the date of execution of the Transition
Services Agreement.

The purpose of this SOW is to provide for the transition of a variety of
accounting related services, since Genuity will not initially have in place the
infrastructure necessary to perform the services. The services as described in
this SOW relate to accounts payable, payroll, cash processing, and asset
accounting. Genuity desires to retain GTE to provide these services during a
transitional period while Genuity prepares itself to handle these services
independently of GTE.

Genuity understands and acknowledges that GTE plans to fulfill its obligations
hereunder utilizing the systems ("Systems") set out in the attached Exhibit A to
this Statement of Work, and agrees not to change its systems such that its
systems become incompatible with such Systems as long as this Statement of Work
is effective.

ACCOUNTS PAYABLE SERVICES

As requested, and at the discretion of Genuity, GTE will provide the following
Accounts Payable services:

1. Perform all invoice and expense report processing for Genuity.

. Invoices for purchase order related items are mailed directly to
Accounts Payable Shared Services Center ("AP/SSC") from the vendor.

. Expense reports and miscellaneous purchases are input into the system
by the originator, then approved by the appropriate supervisor/manager
and mailed to the AP/SSC.

. Expense reports are electronically processed, from submission to
notification.

. Genuity electronic files are transmitted by Genuity and uploaded into
system by accounts payable ("A/P").

2. Work with Genuity purchasing group as required on issues related to
payment of purchase order related invoices, including resolution of
invoices that do not meet existing criteria for payment.

Page 24 of 114

3. Print and distribute all checks for Genuity vendors nightly.

. Maintain appropriate level of security for the equipment and check
stock.

4. Perform vendor maintenance function to add new vendors and/or employees to
the vendor file or change address information as needed. Mail out W-9
forms to all new vendors to obtain vendor's tax identification.

5. Prepare 1099 forms at year-end.

6. Administer field checking accounts for checks written at field locations.

. Maintain log of authorized check locations and signature file for each
account.
. Print blank check stock and supplies to check locations when requested.

7. Perform general ledger account reconciliations and bank reconciliations.

8. Perform stop payment requests and provide status of checks as requested.
Deposit vendor checks, refunds, returned checks, and other checks directly
to the Genuity bank account and perform accounting accordingly.

9. Establish and maintain recurring payments for leased property and other
recurring items.

10. Coordinate requirements for bank wire transfer payments in both foreign
currency and US. Payments in foreign currency are coordinated with
treasury department, which determines the exchange rate and provides the
amount back to A/P in US dollars to journalize the transaction.

11. All Genuity vouchers exceeding $150,000 will be reviewed prior to payment
for compliance with Genuity payment policies and procedures. In addition,
a post processing sample audit of approximately 8% of employee expense
reports and 2% of other vouchers will be reviewed for compliance with
Genuity's policies and procedures.

12. Perform Electronic Funds Transfer ("EFT") for vendors and direct deposit
for reimbursement of employee expense reports.

13. Retain expense detail data as required by law that supports all required
tax and regulatory obligations.

14. Provide A/P payment services for international vendors.

. Foreign currency payment process
. General Ledger Accounting

15. Cash management of payment cycles (i.e. vendor terms and year-end payment
processing) as determined by Genuity.

16. Process A/P adjustment forms for Prism related data changes.

Page 25 of 114

17. Provide ad-hoc vendor reporting.

18. Provide Genuity representatives electronic access to A/P scanned records.

19. Provide state and use tax accruals set up and processing.

GTE will provide the following metrics to Genuity relating to accounts payable
------------------------------------------------------------------------------
services:
--------

1. Invoice and expense report volumes.

. Provide monthly invoice and expense report volumes within 5 days
following monthly expense cutoff.

2. Average days to process invoice and expense reports through the standard and
PME (procurement, match and error) queues.

. Until mechanical tracking is available, approximately 25 Genuity
invoices/expense reports per week will be sampled to determine the
average processing time. This information will be provided monthly
within 5 days following expense cutoff. Mechanical tracking capability
has been requested, and once functionality is available, will track
processing time for all invoices and expense reports.

3. Processing and response times on electronic feeds.

. A schedule will be developed (by A/P and system team) that will be
provided to Genuity each day and a cumulative monthly summary showing
files sent into The system by Genuity (including the date and timing
of the transmission) and the date and times these files were actually
processed into The system. Genuity will be required to notify both A/P
and system processing each day of the number and kinds of files sent
to verify that all files sent were actually received. This process is
planned to be in place by May 1, 2000.

4. General Ledger account reconciliations shall be prepared monthly by the
15th day of the second month following month end. (i.e. by August 15 for
the month of June.)

Genuity's Responsibilities with respect to Accounts Payable Services:
---------------------------------------------------------------------

Genuity shall provide all information/instructions regarding processing and
payment of invoices and expense reports.

Pricing Structure for Accounts Payable Services:
------------------------------------------------

Genuity shall pay GTE at the rate of $3.05 (three dollars and five cents) per
voucher or expense report for the first 250,000 vouchers and expense reports
processed in the 12-month period following the effective date of this Statement
of Work. During this 12-month period, vouchers and expense reports exceeding
250,000 and up to 500,000, shall be charged at the rate of $1.80 each (one
dollar and eighty cents). If the annual volume exceeds 500,000, a revised
charge per voucher shall be negotiated by GTE and Genuity. If no agreement can
be reached, GTE shall not be required to process vouchers in excess of 500,000
per year.

Page 26 of 114

Changes or requests that necessitate the use of manual efforts instead of
current system processes, or up-front meetings, conference calls, training,
consulting, or other similar services to be billed at the rate of $25.00
(twenty-five dollars) per hour, plus any travel related costs if appropriate.

Any system cost increases attributable to Genuity, imposed by third party
vendors due to systems changes desired by Genuity such as license or user fees,
programming fees or maintenance fees, shall be paid by Genuity.

Programming/system work for new requirements or changes in systems to be billed
separately.

PAYROLL SERVICES

As requested, and at the direction of Genuity, GTE will provide the following
payroll services:

1. Printing and distribution of payroll checks and advices.

2. Manual checks provided as required.

3. Calculate payment to employees based on a standard 40/80 hours each pay-
period.

4. Process exception time reported (overtime, shift hours and
differential, on call hours and other work hours). Submission of
exception information, via the time entry system or by direct feed from
the Employee Time Reporting ("ETR") system into The system, is the
responsibility of Genuity. Submission between any other electronic file
format or means must be previously agreed to by Genuity and GTE.

5. Process direct deposits.

6. Process payroll taxes, including Federal, State and Local.

7. Process employee deductions sent to the payroll center for inclusion in
employee master file. Any change to existing benefits or third party
vendors, or not flowing this information through the Quincy Processing
Center in the same manner as is done as of the date hereof, will
require programming and processing changes. These deductions include:

. Bond deductions
. Union dues
. Health Clubs
. Garnishments, Child support, Bankruptcy, IRS Levy deductions, and
other such deductions
. United Way deductions
. Savings and Investment deductions (401K) from Fidelity
. FRP Plans - from Xxxxxx
. Insurance deductions - from Xxxxxx/KVI/MetLife
. Other miscellaneous deductions

8. Process all additional earnings as transmitted to payroll center for
payment and recording in employee earnings. Any change of outside vendors
providing this

Page 27 of 114

information or not transmitting this information through the Quincy
Processing Center in the same manner as is done as of the date hereof will
require programming and processing changes. These items include:

. Awards
. Discretionary Bonus
. Incentive Compensation payments
. Sales Incentives
. Retroactive payments
. Choices earnings - from Xxxxxx
. High Housing cost allowances
. Cost of Living adjustments
. Field Premiums
. Site Allowances
. Per Diem
. Sign on Bonus
. Option exercise earnings from Xxxxx Xxxxxx
. Imputed Income
. Tuition aid
. Military pay/jury duty
. Other, as required

9. Process Credit Union or Bank additions/changes/deletions.

10. Process any termination pay, including vacation, retirement pay or other
termination pay.

11. Process vehicle allowance or usage for personal or company owned vehicles.

12. Process tax gross-ups when required.

13. Maintain earnings and deduction codes tables.

14. Payment of employee deductions to appropriate vendors via check request to
Accounts Payable. If A/P is not used by Genuity, programming and processing
changes will be required.

15. Process W-4s submitted by employees to payroll center.

16. Provide all W-2 reporting requirements.

17. Maintain check distribution codes.

18. Reconcile payroll accounts.

19. Transmit journal entry file per established schedule on system web page, to
Genuity monthly to update its General Ledger.

20. Process employee master file updates into payroll system when received from
HR system.

Page 28 of 114

21. Continue to provide current system generated payroll reports. Assist
Genuity employees in determining XXXXX system report requirements.

22. An employee rate file will be transmitted daily (or as required) back to
Genuity with adds/changes/deletes of employee rates for use in Genuity
cost systems.

23. Retain all data as required by law that supports normally required tax and
regulatory obligations.

24. Transmit journal entry file to Genuity biweekly for 401(k) employee match
to update Genuity's general ledger.

25. Reconcile all payroll interface and outerface files.

26. Reconcile/provide summary funding report as required for treasury on
Wednesday of pay-week.

27. Provide appropriate system access to Genuity payroll personnel consistent
with access as of the date hereof. (Additional access requirements will
need to be coordinated with, and approved by HR/PR and system security.)

28. Provide unemployment services with Gates MacDonald and keep rates updated
in payroll system. (A vendor change will require programming and process
changes.)

29. Provide employment verification and mortgage verification via TALX system.
(Assumes Genuity contracts with TALX for this service. Changing the vendor
will require programming and processing changes.)

GTE will provide the following metrics to Genuity with respect to payroll
services:

1. Number of employees supported - based on average number of employees per pay
period each month in a format to be mutually agreed upon by the parties.

2. Number of manual checks each month to Genuity employees
. Number of checks
. Reason for manual checks (i.e. legal requirements, payroll error, time
release issue, other reasons.)

3. General Ledger account reconciliations prepared monthly by the 15th day of
the second month following month end. (i.e. by August 15 for the month of
June)

Genuity's Responsibilities with respect to Payroll Services
-----------------------------------------------------------

Genuity is responsible for providing all information and data required for GTE
to perform its duties hereunder including, but not limited to, all employee
information, changes, pay information and other information through The human
resource systems (including benefit providers).

Page 29 of 114

Pricing Structure with respect to Payroll Services
--------------------------------------------------

Genuity shall pay GTE at a rate of $10.72 (ten dollars and seventy-two cents)
per employee supported per month. All manual checks that are not the result of
legal requirements or payroll error are to be billed at the rate of $20.00
(twenty dollars) per check for the first 50 manual checks each month, $25.00
(twenty-five dollars) per check for the next 100 manual checks each month, and
$30.00 (thirty dollars) per check for all manual checks for the month exceeding
150, plus shipping and handling.

Changes or requests that necessitate the use of manual efforts instead of system
processes in effect as of the date hereof, or up-front meetings, conference
calls, testing, training or consulting to be billed at the rate of $25.00
(twenty-five dollars) per hour, plus any travel related costs if appropriate.

Programming/system work for new requirements or changes in systems to be billed
separately.

CASH PROCESSING SERVICES

As requested, and at the direction and under the policies developed and provided
by Genuity, GTE will provide the following administrative cash processing
services:

1. Funding and Liquidity:

. Support and assist with bank selection process and negotiation of
terms and conditions of bank facilities.

2. Daily Cash Processing:

. Electronically poll banks to obtain balance and transaction data and
report same to Genuity
. Concentrate cash flows from all sources pursuant to Genuity's
instructions
. Transmit payment of all obligations via wire, ACH, EDI (including
funding payroll and accounts payable) authorized by Genuity
. Administer short-term borrowing/investing activities pursuant to
Genuity's policies and directions
. Provide efficient treasury management workstation which integrates and
facilitates daily cash management and related accounting
services/activities
. Provide cash activity research, as requested
. Provide supporting information and documentation to Genuity

3. Cash Accounting and Reporting:

. Balance, journalize and upload:
. Receipts, disbursement transactions
. Temporary cash investments
. Short-term debt transactions

Page 30 of 114

. Long-term debt transactions
. Accruals, as necessary, related to the above
. Provide supporting information and documentation to Genuity
. Process transactions and maintain/provide documentation for payable
and receivable transactions between and among Genuity subsidiaries and
affiliated companies

4. Bank Account Maintenance and Administration

. Provide routine bank account maintenance pursuant to Genuity banking
resolutions, policies and direction:
. Open/close accounts
. Maintain accurate authorized signatory records and resolutions
. Ensure Genuity-directed internal controls are carried out
. Monitor efficiency of bank account structure and recommend changes
for Genuity consideration, as needed

5. Foreign Currency Exchange Transactions

. Maintain mechanized system for spot transactions under $250,000
. Execute foreign exchange, futures, and options transactions
. Prepare foreign exchange drafts and initiate wires

6. International Project Finance

. Consult/advise on alternative sources of financing (OPIC, Exim, World
Bank, and others)
. Provide support and assistance in executing international financing
strategies

Genuity Responsibilities with respect to Cash Processing Services
-----------------------------------------------------------------

Genuity shall be responsible for providing instructions, policies, guidelines,
and board resolutions where applicable, and for selecting and maintaining
banking relationships such that GTE can perform its duties hereunder.

Pricing Structure with respect to Cash Processing Services
----------------------------------------------------------

Genuity shall pay GTE a one-time initial set-up fee of $11,000 (eleven thousand
dollars).

Genuity shall pay GTE an annual fee of $265,000 (two hundred sixty-five thousand
dollars) payable in monthly installments in arrears, for provision of the Cash
Processing Services described above in items 1-5 for the 12 month period
following the effective date of this Statement of Work.

Genuity shall pay any and all bank fees incurred by GTE on behalf of Genuity in
the course of delivering Services under this Statement of Work.

Genuity shall pay the following hourly rate for any Cash Processing Services
outside the scope of items 1-6 described above, including but not limited to
consulting or vendor transition services provided in the event Genuity elects to
utilize an alternative vendor at a later time: $65.00 (sixty-five dollars) per
hour.

Page 31 of 114

Genuity shall pay the following hourly rate for Services under 6 above
(International Project Finance): $100.00 (one hundred dollars) per hour.

ASSET ACCOUNTING SERVICES

GTE will provide the following asset accounting services for Genuity through its
--------------------------------------------------------------------------------
Fixed Asset Shared Service Center:
----------------------------------

Processes
---------

1. Create asset detail records (monthly settlement procedures)
. Account for (settle) labor, material and overhead costs in accordance
with settlement rules created by Genuity.
. Account for (settle) final assets, via manual or mechanical process
for labor and materials costs, from internal orders and work breakdown
structures ("WBS's") - Triggering of the settlement process will based
upon one of the following:
. Technical close of an internal order ("IO") or WBS by Genuity
. Settlement rules established by Genuity
. Review of monthly "blanket" IO's and WBS's as identified by Genuity
. Receipt of summary information via XXXX system
. Receipt of notification of acceptance of Qwest Fiber segment
. Account for (settle) capital dollars relating to assets under
construction during the month end close as directed by Genuity.

2. Process transfers between locations, cost centers, and intra-legal entity
company codes based upon input through the plant maintenance module and
manual forms submitted by Genuity. Maintain documentation demonstrating
support for the transfer of assets to Genuity defined standards.

3. Calculate interest during construction amounts based upon Genuity policies
and procedures, and place amounts into service based upon Genuity
notification, or other established process.

4. Process affiliate transfers (between Genuity legal entities) based upon
information from Genuity. Maintain documentation demonstrating support for
the transfer of assets to Genuity defined standards.

5. Process retirements of assets based upon information supplied by Genuity.
Maintain documentation supporting the retirement of assets to Genuity
defined standards.

6. Record proceeds from the sale of assets, based upon cash receipts
information booked by Genuity.

Page 32 of 114

7. Generate depreciation expense monthly according to the Genuity established
calendar, including:
. Running system depreciation program
. Addressing any errors and posting to the general ledger
. Reconciling and resolving any sub-ledger to general ledger discrepancies

8. Perform year-end rollover processes.

Data Maintenance
----------------

1. Maintain and update location code information as required by Genuity.

2. Maintain adequate data to support internal and external audit requests
along with tax and insurance requirements, in accordance with Genuity
policies and procedures.

Reporting
---------

1. Ensure access to monthly activity reports including asset history sheets
with acquisition, transfer, retirement and depreciation information.

2. Ensure access to month end asset detail positions.

3. Support ad-hoc reporting requests from Genuity.

4. Provide required reporting for year-end tax processes plus required property
tax and insurance reporting, as defined by the Genuity tax and insurance
groups.

5. Provide reconciliations of all asset accounting tracked accounts and
procedures (i.e., interest during construction) monthly by the 15th of the
month.

Ad-hoc Services
---------------

1. Maintain lease term schedule for leasehold information based upon
information from the facilities group.

2. Support capital lease related requirements for tracking and reporting.

3. Support revaluations of assets and other like special projects as required
by Genuity.

4. Supply supporting documentation as maintained.

5. Work with the system development team to implement any Genuity or GTE
desired upgrades or enhancements involving the system fixed asset module.

6. Support audit requests (including interface with other shared service
centers ("SSC's") for external and internal audit groups, including system
and process reviews, and sample detail testing in accordance with pre-
defined schedules.

Page 33 of 114

Service Level Standards
-----------------------

1. All assets under construction ("AUC") amounts that are triggered (under
Processes-first section above) for transfer to final assets by the 15th of
the month are expected to be depreciable assets for the given month end
close. Any items not processed are to be reported through a backlog
tracking process.

2. Asset records will be created to the level of detail procedurally defined by
Genuity.

3. Transfers, retirements, sales and affiliate transactions are transmitted
to the SSC by the 15th of the month and are expected to be booked prior to
the given month end close.

4. Location database updates will be provided on a 24-hour turnaround.

5. A depreciation roll-forward is expected for each month by the 3rd business
day after the posting of depreciation. This roll-forward should document
the change in depreciation by company code broken out by the impact of
additions, fully depreciated assets, and retirements.

6. Support document retrieval for records on transfers, affiliate sales, and
retirements will be provided on a 48-hour turn-around basis.

Pricing Structure with respect to Asset Accounting Services:
------------------------------------------------------------

Genuity shall pay GTE a monthly fee of $42,000 for the Services described
herein.

GTE SERVICE CORPORATION GENUITY INC.

By:____________________________ By:___________________________

Title:_________________________ Title:________________________

Date:__________________________ Date:_________________________

Page 34 of 114

Exhibit A

[ICON APPEARS HERE]

Note: The sheets included in the Excel worksheet file referenced above are
attached to this document immediately following this page.

Page 35 of 114

Exhibit A
Accounting and Cash Processing Statement of Work

Systems/Software Required to Serve Internetworking-Accounts Payable Services
--------------------------------------------------------------------------------

System Name Function
------------------------ --------------------------------------------------

AP ONE Used by Internetworking to enter employee
expense reports and check requisitions. Payment
data is entered into AP ONE. The printed
documents are sent to San Xxxxxx where they are
scanned. The AP ONE system sends a nightly file
to SAP A/P to journalize

AP Movers (subsystem System that takes all incoming files (EDI, AP
of VISION) ONE, and other internal interfaces) and edits
and formats the records for mechanical entry
into SAP A/P.

TSI (Mercator) Contains the mapping information to correctly
Trading Partner EC format EDI invoices from external vendors so
those invoices can be processed into SAP. Also
used in formatting outbound payment files back
to vendors.

Mercator Also used to facilitate processing of EDI
invoices into SAP and EFT payments out of SAP to
various external vendors.

CONNECT: Mailbox Used to "mail" EFT payments to various vendors.

SAP A/P Used to process A/P activity for
Internetworking, including vendor set-up,
processing of manual invoices, processing of
electronic invoices, outerfaces back to various
Internetworking systems, check printing and
electronic payments.

Page 36 of 114

Systems/Software Required to Serve Internetworking-Payroll Services
--------------------------------------------------------------------------------

System Name Function
------------------------ --------------------------------------------------

Fleet Bank's On-Line Used to perform maintenance on ACH records
Maintenance System before they are released, used to obtain check
impages of payroll checks, used for stop
payments, voids, etc. It is also used by Recons
for their bank reconciliation.

Fleet Bank's A program whereby NewCo receives its ACH return
Treasury Express items so it can initiate action in payroll for a
System replacement check.

Fed-Ex On-Line Used for all mailings done on a daily basis.
Powership System and
Airborne Express
On-Line System

Thomson Financial This is a CD-ROM based Windows System which
ABA Reference Guides provides a monthly ABA# database used for
reference purposes in Banking. In addition
Thomson provides a quarterly flat file used by
SAP to verify ABA#'s entered into the system
through the IVR and on-line info-

FLS Tax Reporting Used for all tax reporting and year-end tax
System processing.

Xxxxxx System used to process relocation for employees.

SAP HR/Payroll System used to process HR and Payroll
transactions for bi-weekly payroll runs.

SAP/AP System payroll interfaces with to send third
party remittances for employee deductions and
withholding to be sent to various vendors and
taxing authorities.

RDM System used to generate bi-weekly base time and
to report exception time for the pay period.

ETR System used by employees to report their time in
on a daily basis.

FFE Front end system used to pass the time fed from
RDM through to SAP Payroll.

IVR Interactive Voice Response System used by
employees to update various deductions and
withholdings on their masterfile record.

Page 37 of 114

Systems/Software Required to Serve Internetworking-Cash Management
--------------------------------------------------------------------------------

System Name Function
------------------------ --------------------------------------------------

Treasury Management Control and management of all aspects of cash
Workstation management, including daily cash positioning,
cash journalization and reporting, investments,
long-term debt tracking and reporting, ST debt
tracking, etc.

Pinnacle Tax System Banking system utilized to effect EFTPS and
state tax payments

Bank Data Retrieval Bank polling system - internally developed
(CrossTalk)

XXXXX FX System Banking system utilized to effect foreign
exchange transactions

Electronic Account System to assist in management and tracking of
Analysis System bank fees

Bank Fee Allocation System to allocate consolidated bank invoices
System (FoxPro)

Intranet Web Site Intranet utilized to disseminate cash and
accounting information and reports to end users
-- Internetworking would need access via
Intranet or Virtual Private Network

MicroTrade Facilitate preparation of letters of credit

Bank Account Facilitate management of bank account
Signatory System signatories and opening/closing of bank accounts
(FoxPro)

Banking Transaction Banking wire and concentration system utilized
System to effect wire/ACH transfers as well as
concentrate funds

Banking Transaction Banking system utilized to effect payroll via
System check and ACH (includes payroll imaging and
positive pay functionality)

Banking Transaction Banking system utilized to effect accounts
System payable checks

Page 38 of 114

Systems/Software Required to Serve Internetworking-Asset Accounting Services
--------------------------------------------------------------------------------

System Name
-----------------------

SAP

Page 39 of 114

STATEMENT OF WORK
-----------------

HUMAN RESOURCES SERVICES
------------------------

This Statement of Work ("SOW") is appended to the agreement dated ____________,
2000, by and between Genuity Inc. ("Genuity") and GTE Service Corporation
("GTE") and shall be governed by the terms and conditions thereof. The services
described herein shall be provided by GTE to Genuity for a period of three
months beginning on the date of the agreement.

SUMMARY:

GTE administers human resources matters in an efficient and centralized manner
and wishes to make this administrative expertise available to Genuity so that
employees experience an orderly transition from GTE to Genuity. Similarly,
Genuity wishes to retain access to certain aspects of GTE's human resources
administrative expertise until such time as Genuity can develop its own
expertise in this area. Accordingly, GTE and Genuity are entering into this
SOW, which will govern the parties' relationship with respect to various human
resources matters, including employee benefits services, general human resources
administrative services, employee data warehousing, development of a company
intranet, health and welfare benefits funding matters, and development of a
benefits delivery system. By its terms, this SOW will govern the parties
relationship in this regard for a period of three months from the date of the
agreement between GTE and Genuity. However, it is anticipated that this SOW
will be extended through December 31, 2000.

EMPLOYEE BENEFITS SERVICES:

For the purposes of this document, "Employee Benefits Plans" is comprised of,
and limited to the following: CHOICES health, dental, disability, FRP, HMO,
DHMO, Life Insurance, AD&D, prescription, vision, adoption assistance, personal
lines of insurance, survivor support programs and long term care.

1. Provide vendor management assistance to Genuity on an as needed basis.

. Act as liaison between Genuity and its various employee benefit plan
vendors.

. Monitor non-ERISA claims made to vendors under health and welfare benefit
plans.

. Monitor vendor performance.

Page 40 of 114

2. Provide assistance to Genuity on an as needed basis in performing various
administrative functions under employee benefit plans.

. Consult with Genuity on administrative interpretations of employee
benefit plan provisions.

. Provide Genuity with information regarding historical practices with
regard to employee benefit plan administration.

. Assist Genuity in developing administrative practices for its employee
benefit plans.

. Oversee annual enrollment processes and other administrative
responsibilities for Genuity employee benefit plans.

Note: The above benefits-related information is not accessible via a GTE web
---
site.

Genuity's Responsibilities with respect to Employee Benefits Services
---------------------------------------------------------------------

Genuity understands and agrees that any involvement by GTE with Genuity's
employee benefit plans will be in an advisory or consultative capacity and not
---
in a fiduciary capacity. This includes, but is not limited to the Claims and
Appeals processes. As between GTE and Genuity, all fiduciary responsibility and
accountability remains at all times with Genuity.

Genuity will act as the point of contact with all vendors for any matter
relating to fiduciary and plan design issues, with GTE acting merely in an
advisory or consultative capacity. GTE will act as the point of contact with
all vendors for all other issues.

Genuity shall provide all information/instruction regarding its employees,
employee benefit plans, and vendors as GTE may require to fulfill its
obligations.

Genuity agrees to provide a quarterly report of all former GTE employees that
terminate or retire from Genuity. This information should be provided to the
Director, Executive Compensation Administration and Director, Benefits
Administration. This information will be used to ensure these employees receive
any appropriate GTE benefits as a result of their prior GTE service.

Pricing Structure for Employees Benefits Services
-------------------------------------------------

GTE COSTS:

Genuity shall pay GTE at a rate of $5,400 per month, plus any travel expenses
incurred.

Programming or system work for any employee benefits administrative services to
be billed separately at a rate to be mutually agreed upon.

Page 41 of 114

Genuity will pay GTE actual costs incurred resulting from any GTE system
modifications for Genuity-specific administrative or plan design changes.

EXTERNAL VENDOR COSTS:

Genuity will pay GTE's costs for any increased vendor charges (directly to the
vendor, unless otherwise specified) associated with Genuity-specific
administrative or plan design changes. Additionally, Genuity will be invoiced
separately for regular, ongoing administrative services provided by vendor, for
the exclusive benefit of Genuity.

OTHER HUMAN RESOURCES ADMINISTRATIVE SERVICES

1. Provide assistance to Genuity on an as needed basis in accomplishing various
other administrative human resources services including:

. Training Administration: training registration and scheduling, shipment
of training materials and other miscellaneous support for Genuity
employees on an as-needed basis;

. Educational Assistance Administration;

. Employment Verification: To include employment verification via external
vendor (TALX). Requests for employment verification outside of vendor
capabilities will be directed to Genuity;

. Relocation Services Administration;

. International Human Resources Administration;

. Provide vendor management assistance to Genuity on an as needed basis
for the above services;

. GTE will monitor vendor performance and act as an intermediary between
Genuity and the various vendors who provide the services listed above;
and

. Although no other specific services will be provided by GTE in the areas
of Employee Services Operations or Support, other than those specifically
described herein, it is anticipated that some amount of transition
support, as well various technical support will be required by Genuity on
an as needed basis.

Page 42 of 114

Pricing Structure:
-----------------

Genuity will pay actual vendor costs incurred for the delivery of these services
and will pay GTE's costs for any increased vendor charges (directly to the
vendor, unless otherwise specified) associated with Genuity-specific
administrative or plan design changes.

For Training Administration Services, Genuity shall pay GTE at a rate of $25.00
per hour, plus any travel expenses incurred, to be invoiced monthly.

For Employee Services Operations/Support transitional and/or technical support,
Genuity shall pay GTE at a rate of $40.00 per hour, plus any travel expenses
incurred, to be invoiced monthly.

Programming or system work for any administrative services to be billed
separately at a rate to be mutually agreed upon.

Genuity will be billed separately for actual costs incurred by GTE for any GTE
system modifications for Genuity-specific administrative or program design
changes.

Page 43 of 114

2. Provide support in the area of Workforce Development, specifically related
to providing non-strategic course development and delivery on an as-needed
basis

Pricing Structure:
-----------------

Genuity shall pay GTE the following rates on an as needed basis:

Programming or system work for any administrative services to be billed
separately at a rate to be mutually agreed upon.

-------------------------------------------------------------------------------------
Price
Per Student
Hour
-------------------------------------------------------------------------------------

Sales & Marketing Delivery $ 40
MMDP (Marketing Mgmt Development Program) Delivery $ 46

Technical Delivery $ 15

IT Training $ 37

Management Delivery $ 30
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Curriculum Maint. & Development ($/curriculum developer hour) $ 85
( Represents average cost and is subject to adjustment based on project)
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Alternative Delivery License Fees Annual Cost
SkillSoft $ 71,625
NETg/Smartforce/Other $262,259
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Leadership Development Per Session
-------------------------------------------------------------------------------------
LDW LD Workshop (1 day) $ 14,888
LDM LD for Management (3 days) $ 56,107
LDC LD for Coaches & Individual Contributors (2 days) $ 20,523
LDS LD for Senior Executives (2 days) $ 50,512
-------------------------------------------------------------------------------------

Genuity will be billed separately for actual costs incurred by GTE for any GTE
system modifications for Genuity-specific administrative or program design
changes or software changes.

3. Employee Opinion Survey (Viewpoints)

. Conduct Employee Opinion Surveys on behalf of Genuity utilizing current
process and program.

. Genuity will be administered as part of the main Viewpoints study.

Page 44 of 114

. Includes monthly distribution and reporting (approximately 300 per
month, 3,600 annually)

Pricing Structure:
-----------------

Genuity shall pay GTE as follows:

-------------------------------------------------------------------------------------------------------
DUE COST
-------------------------------------------------------------------------------------------------------

Initial set-up costs One Time $1,000
including questionnaire and
Internet Survey revisions
-------------------------------------------------------------------------------------------------------
Basic Study Costs Monthly $1,200
-------------------------------------------------------------------------------------------------------
Printing, paper, Monthly $ 150
communication, promotion
-------------------------------------------------------------------------------------------------------
TOTAL One Time: $1,000
Ongoing/monthly: $1,350
-------------------------------------------------------------------------------------------------------

Programming or system work for any employee opinion survey services to be billed
separately at a rate to be mutually agreed upon.

Genuity will be billed separately for actual costs incurred by GTE for any GTE
system modifications for Genuity-specific administrative or program design
changes or software changes.

Genuity's Responsibilities with respect to Other Human Resources Administrative
-------------------------------------------------------------------------------
Services
--------

Genuity understands and agrees that any involvement by GTE with Genuity's other
Human Resources Administrative Services will be in an advisory or consultative
capacity and not in a fiduciary capacity. As between GTE and Genuity, all
---
fiduciary responsibility and accountability remains at all times with Genuity.

EMPLOYEE DATA WAREHOUSE DEVELOPMENT AND SUPPORT:

1. Develop Employee Data Warehouse logical view for Genuity Employees.

. Data will be a subset of GTE Employee Data Warehouse data elements

. Data will initially consist of SAP current and chronological history only

Page 45 of 114

. The data will be a direct extract from source systems and will have
minimal cleanup

. Connectivity via ODBC will be provided to Genuity who will be responsible
for their own reporting tools

2. Maintain Employee Data Warehouse View for Genuity and provide Help Desk
support on an as needed basis.

. Provide regular feeds to Genuity Employee Data Warehouse View from SAP

. Make minor changes to view data elements and structure

. Maintain security profiles and provide access to the Employee Data
Warehouse

. Provide first level help desk support for questions on connectivity

. Provide option to Genuity to incorporate new data elements and
functionality in their Employee Data Warehouse view if and when they do
become available in the GTE Employee Data Warehouse. The cost will be
negotiated separately.

. Cost does not include training which will be negotiated separately.

Page 46 of 114

Pricing Structure for Employee Data Warehouse Development and Support:
---------------------------------------------------------------------

The pricing quoted below takes into account the work involved in providing the
following services:

Development

Obtain and map required data elements
Create logical data view
Provide load balancing
Test logical data view
User Acceptance Testing (UAT)
Assign security profiles and give users access to view
Provide ODBC connectivity

Annual Support

First level help desk for questions on connectivity
Periodic refresh of view (Periodicity TBD)
Backup and Recovery support
Add new authorized user to view
Add new security profiles

----------------------------------------------------------------------------------------------
Item Cost Category Total Price
----------------------------------------------------------------------------------------------

. Annual Support Costs ($3,383/month) RECURRING
(ANNUAL) $40,590
----------------------------------------------------------------------------------------------

. Development
ONE TIME $16,667
----------------------------------------------------------------------------------------------

. Total Price - first year $57,257
----------------------------------------------------------------------------------------------

Genuity will pay an additional amount to be negotiated separately if it needs
any data element not in the current GTE Employee Data Warehouse or additional
functionality not outlined in the current document.

XX.XXX.XXX:

For the purposes of this document, "XX.XXX.XXX" is comprised of, and limited to
the following: Intranet Website shell with design, navigation, and Icons, for
page levels zero and one.

Page 47 of 114

Assumptions:
1. No outerface links will be provided under this SOW.
2. No specific content will be included under this SOW. Note: All xx.xxx.xxx
content is deemed to be GTE proprietary and will not be covered by this SOW.
3. This SOW includes a one -time copy of existing homepage and level one page
structures only.
4. Education & Training and Career Development and Training (CDAT) content and
functionality are not covered under this SOW. This can be explored with and
provided by Xxx Xxxxx.
5. No other specific services will be provided by GTE in the areas of
XX.XXX.XXX Operations or Support.

Pricing Structure for XX.XXX.XXX:
--------------------------------

GTE Prices: All prices associated with this SOW are based on the number of
hours to create and deliver a shell version of xx.xxx.xxx.

Pricing Structure: Genuity shall pay the following one-time costs:

---------------------------------------------------------------------------------------------
Item Cost Category Total Price
---------------------------------------------------------------------------------------------

. Initial Setup Level Zero through One
pages of xx.xxx.xxx production site
. Place shell on separate environment ONE TIME $2,837
and quality assure product
. Package product for shipment
---------------------------------------------------------------------------------------------

. Total Price $2,837
---------------------------------------------------------------------------------------------

HEALTH & WELFARE FUNDING SERVICES:

1. Provide administrative support to Genuity for employee Benefit Finance
Information System (BFIS).

. Input continually updated enrollment information into BFIS.

. Calculate monthly premiums to be paid to trust/custodial account.

. Calculate amounts paid by trust/custodial account to vendors.

. Monitor claims paid by custodial account to self-insured vendors and
report activity to Genuity.

. Advise self-insured vendors of administrative expense amounts generated
by the self-xxxx process.

Page 48 of 114

. Maintain BFIS internal tables consistent with Genuity plan design.

. Provide management reports to maintain health care plan performance.

. Provide report of year-end claims outstanding.

2. Provide assistance to Genuity in vendor management and procurement.

. Provide additional review of performance reports and recommend
alternative corrective actions.

. Negotiate proposals on behalf of Genuity for national self-insured
contracts (to provide Genuity with the benefit of volume pricing under
GTE's umbrella).

3. Provide administrative support to Genuity with regard to its health and
welfare trust or custodial account.

. Calculate monthly payments to and from trust/custodian.

. Execute payments from trust/custodian.

. Reconcile trust activity between Genuity and the trustee/custodian.

4. Provide Genuity with benefit accounting guidance, cost analysis, and funding
strategies.

. Estimate annual cost and funding based on plan design and past experience
(to be used for budget and strategic plan projections).

. Estimate annual cash commitments.

5. Provide Genuity with financial analysis for employee benefit plan financial
analysis.

. Provide historical data from BFIS database to support benefit plan
financial analysis.

6. Oversee the completion of annual governmental reporting obligations.

. Prepare Form 5500 (Annual Report) for all ERISA-governed employee benefit
plans required to file Form 5500 each year.

. Prepare Summary Annual Reports (SARs) as required.

. Prepare Form 990 as required.

Page 49 of 114

Genuity's Responsibilities with respect to Health & Welfare Funding Services
----------------------------------------------------------------------------

Genuity understands and agrees that any involvement by GTE with Genuity's
employee benefit plans will be in an advisory or consultative capacity and not
---
in a fiduciary capacity. As between GTE and Genuity, all fiduciary
responsibility and accountability remains at all times with Genuity.

Genuity shall provide all information/instruction regarding its employees,
employee benefit plans, and vendors as GTE may require to fulfill its
obligations.

Genuity understands and agrees that any proposed changes to plan design or
vendor choice must be compatible with BFIS.

Pricing Structure for Health & Welfare Funding Services
-------------------------------------------------------

----------------------------------------------------------------------------------------------
Item Cost Category Amount
----------------------------------------------------------------------------------------------

. Health & Welfare Benefits Funding RECURRING
Annual Charge $40,500
----------------------------------------------------------------------------------------------
. Initial Set Up Costs to Establish
Genuity as a Separate Entity ONE TIME $20,500
----------------------------------------------------------------------------------------------
. Total $61,000
----------------------------------------------------------------------------------------------

Genuity will pay an additional amount to be negotiated separately if GTE cannot
use BFIS to complete its obligations or if any third parties do not continue to
perform their current duties or if additional vendor charges (e.g., software
usage) are imposed upon GTE.

QUINCY PROCESSING CENTER - BENEFITS DELIVERY SYSTEM

For the purposes of this SOW, Benefits Delivery System represents the system
that interfaces with the GTE Payroll systems and the benefit plan vendors as
listed below.

Page 50 of 114

SERVICES
---------

1. Reconcile and control interfaces from GTE SAP Payroll system.

2. Authorize funds transfers to benefit vendors.

3. Edit and post data to the Benefits Delivery System Data Base.

4. Process manual payments and adjustments.

5. Create outerfaces to vendors based on their specific data requirements, file
formats, and timing requirements.

Fidelity Investments
KVI
MetLife
Xxxxx Xxxxxx
Federal & State Political Action Committee (PAC)
Xxxxxx Associates
AYCO
TALX
CORE
Cendant
Xxxxxx Xxxxxxxx
Edcor
Other vendors to be mutually agreed upon

6. Receive and process interface from vendors to GTE Payrolls.

ASSUMPTIONS
-----------

. There will be no physical separation of data on the QPC Benefits Delivery
System (BDS).
. Assume no vendor changes.
. Assume that Flexible Benefit dollars (GUL, PLP/LTC, FRP, PAC) for Genuity can
be co-mingled with GTE Flex Ben $ on one interface to the vendors. If a
separate interface is required to vendors for Genuity information and
dollars, then a new development SOW would be required.
. Assume a separate reconciliation for Genuity.
. Assume that the QPC may potentially submit subsequent SOWs as details of the
Genuity benefits become more defined. At that time, we will evaluate what
additional time and costs will be necessary in order to provide the agreed
upon services.

Page 51 of 114

Pricing:
--------

. Benefit Delivery System Operations
($88,883/month) RECURRING $1,066,594

---------------------------------------------------------------------------------------------

. Total Price (Annual) $1,066,594
---------------------------------------------------------------------------------------------

QUINCY PROCESSING CENTER: PENSTAR INTERFACE SYSTEM (interface to GTE's
pension calculation system at xxxxxx)

SERVICES:

None

ASSUMPTIONS
-----------

The QPC will not track hours and earnings for the Genuity employees.
Xxxxxx will flag the employees that are due future GTE Pensions.

COSTS
-----

None

QUINCY PROCESSING CENTER - PENSION PAYROLL SYSTEM:

Services
--------

None

ASSUMPTIONS
-----------

No retirees transfer to Genuity and there are no new retirees.

COSTS
-----

None

Page 52 of 114

GENERAL ASSUMPTIONS

General SOW Assumptions/Provisions for Employee Data Warehouse Development and
Support, XX.XXX.XXX, Quincy Processing Center--Benefits Delivery System, Quincy
Processing Center: Penstar Interface System (Interface To Gte's Pension
Calculation System At Xxxxxx), and Quincy Processing Center--Pension Payroll
System:

1. The HR/Payroll tasks are outlined in several SOWs. HR Technology and
Information Services tasks in support of non-SAP systems are outlined within
this SOW. HR Technology and Information Services tasks in support of the SAP
System are covered under the SAP SOW. Payroll Service Center (PSC) tasks are
outlined in Finance Functional SOW.

2. The HR SOWs assume that all services performed for Genuity will continue in
a similar manner as performed today unless otherwise noted. Only those tasks
outlined within this SOW shall be performed. Any tasks not outlined within
this SOW would require a contractual direction from the GTE Account Manager.

3. (GTE Account Manager) is the Genuity point of contact for all contractual
matters related to this SOW. Any requests for any changes to tasks or new
functionality should be forwarded in writing to (GTE Account Manager).

4. The estimates outlined in this SOW assume support for 3,800 Genuity
employees. If this number increases, the resources assigned to support
Genuity would need to be reassessed.

5. It is expected that there will be several changes to the work outlined
within these SOWs over the next several weeks as benefit plans and other
specific Genuity processes become finalized. A key point to remember is that
these types of changes cannot be implemented overnight.

6. Maintenance tasks within this SOW are for minor Business As Usual (BAU)
tasks in support of production. If there are any BAU changes/modifications
beyond minor maintenance, such as mass re-organizations, benefit plan
changes, new functionality, etc., these changes/modifications will be
incorporated into a new development SOW. Specific tasks, prices and
schedules would be developed for the agreed upon SOW.

7. Genuity agrees to review HR audit reports and act upon any errors identified
in a timely manner to ensure data integrity within the system and with
downstream vendors.

8. Upgrades/Enhancements: For any systems where a common development
environment exists, e.g., SAP, Employee Data Warehouse (XXX), Quincy
Processing Center (QPC) systems, agrees to abide by the standards, changes,

Page 53 of 114

upgrades, and enhancements that have been, or will be, developed and
implemented across the environment. A proportion of the on-going development
tasks will be apportioned to Genuity in the same manner as production costs
as allocated. Examples include Employee Self Service (ESS) enhancements,
Manager's Desktop, On-line Org Charts. Genuity will participate in a user
forum to assist in prioritizing these enhancements.

Should Genuity desire to not abide by, and share appropriate costs for, the
baseline system configuration and associated upgrades and enhancements, a
completely separate physical environment for Genuity would be warranted. GTE
would be pleased to develop a technical and cost proposal for such work at
the request of Genuity.

9. This SOW highlights both production tasks and one-time development tasks
that must also be performed to set up or establish the systems environment
for Genuity.

GTE SERVICE CORPORATION GENUITY INC.

By:___________________________ By:___________________________

Title:__________________________ Title:__________________________

Page 54 of 114

STATEMENT OF WORK
-----------------

REAL ESTATE RELATED SERVICES
----------------------------

This Statement of Work is appended to the Agreement for Transition Services (the
"Agreement") dated ______________, by and between Genuity Inc. ("Genuity") and
GTE Service Corporation ("GTE"), and shall be governed by the terms and
conditions thereof. The services described herein shall be provided during the
initial one-year term of the agreement unless otherwise mutually agreed and
except as expressly set forth below in this SOW.

The purpose of this SOW is to provide for the transition of a variety of real
estate related services. The services as described in this SOW relate to real
estate project management, real estate administration, various building services
(including dispatch center services for building-related work requests, building
maintenance services for POP sites, and invoice processing services for invoices
associated with building-related work requests), environmental and safety
services, and building security services. Genuity desires to retain GTE to
provide these services during a transitional period while Genuity hires
necessary staff, implements necessary processes and procedures, and enters into
necessary third party contracts in order to permit the smooth operation of its
business until Genuity is better prepared to handle these services independently
of GTE. None of the services set forth in this SOW are expected to continue for
longer than the initial one-year term of the Agreement.

REAL ESTATE PROJECT MANAGEMENT SERVICES

GTE Corporate Real Estate provides project management services for major real
estate projects, including strategic planning, design and construction
management, and accounting project control. Genuity desires to retain GTE to
provide these services as needed and requested by Genuity through written
project authorizations. Any project authorization may be terminated by either
party on 30 days written notice as set forth below.

1. GTE shall provide real estate project management services for major real
estate projects, as requested and ordered by Genuity through a written
project authorization, which shall be subject to GTE's written acceptance
and approval. Project types may include new leases, lease renewals,
acquisitions by fee, relocations, build-to-suits and any other project
involving real estate services. Project management services include:

. Evaluate project alternatives to determine cost-effective real estate
strategies.
. Negotiate with outside real estate brokers and developers with respect
to acquisitions and/or dispositions of real property.
. Develop total project budgets.
. Coordinate the work of Genuity's outside consultants, including but not
limited to attorneys and environmental consultants.
. Manage the overall real estate project.

2. GTE shall provide design and construction management services for major real
estate projects, as requested and ordered by Genuity through a written
project authorization, which shall be subject to GTE's written acceptance
and approval. Project

Page 55 of 114

types may include build-to-suits and any other project involving design
and construction of real estate improvements. Design and construction
management services include:

. Review Genuity's initial project assumptions and development of
preliminary cost estimates, preliminary project programming, and
preliminary schedule.
. Identify, evaluate and recommend outside project consultants.
. Coordinate and track the progress of overall design development and
construction document preparation process.
. Manage value engineering process.
. Conduct construction management activities.
. Coordinate the work of outside design and construction consultants,
including architects and engineers.
. Track and update budgets and schedules.
. Manage project closeout activities.

3. GTE shall provide project control services for major real estate projects,
as requested and ordered by Genuity through a written project authorization,
which shall be subject to GTE's written acceptance and approval. Project
control services include:

. Provide accounting project management support on all phases of a
project plan, design, construction and closeout.
. Issue control guidelines and ensure that project commitments and
expenditures are properly tracked against approved budgets.
. Create and update project's financial forecast (outlook).
. Prepare and issue a weekly project outlook to the project team.
. Review the project for compliance against accepted control practices
and issue an exception report.
. Process approvals for contractor, developer, architect and other vendor
change requests and reconcile approved change requests to the change
request log and project outlook.
. Audit construction and professional fee invoices to ensure compliance
to contracts, project control guidelines, and generally accepted
accounting principles.

4. Service Commitment. GTE shall follow all Genuity processes and procedures
that are communicated to GTE.

Genuity's Responsibilities with respect to Real Estate Project Management
-------------------------------------------------------------------------
Services
--------

Genuity shall prepare and submit a project authorization for any real estate
project management services requested under this SOW. The project authorization
shall include a description of the project and a description of any specific
services required by Genuity as part of the project management services. In
addition, Genuity shall provide project support staff as necessary to assist in
the coordination of IT, furniture and move requirements.

Pricing Structure with respect to Real Estate Project Management Services
-------------------------------------------------------------------------

GTE may use GTE-approved subcontractors to provide any of the real estate
project management services under this SOW, with supervision of such
subcontractors to be provided by GTE. During the initial one-year term of the
agreement, Genuity shall pay GTE the following fees for these services:

Page 56 of 114

GTE Project Director $145 per hour
GTE Project Manager $135 per hour
GTE Project Controller $115 per hour
GTE Project Accountant $ 70 per hour
Subcontractors direct cost

In addition to these fees and charges, Genuity shall reimburse GTE for (i) all
travel-related costs and expenses in accordance with the terms of the agreement,
(ii) all costs and expenses for long distance, communications, reproductions,
courier and delivery services, and postage incurred by GTE in the performance of
these services, and (iii) all costs and expenses of consultants or other 3rd
party services retained for or on behalf of Genuity in connection with the
performance of real estate project management services, such as appraisals,
surveys and marketing materials. GTE shall submit monthly invoices to Genuity
for the real estate project management services.

Other Specific Terms or Conditions with respect to Real Estate Project
----------------------------------------------------------------------
Management Services
-------------------

GTE may use GTE-approved subcontractors to perform any of the real estate
project management services under this SOW.

Real estate project management services may be ordered by Genuity only through a
written project authorization. All project authorizations shall be subject to
GTE's written acceptance and approval.

Any project authorization may be terminated by either party for any or no reason
upon 30 days written notice. In the event of termination, Genuity shall pay GTE
for all services performed through the date of termination.

Notwithstanding the expiration of the term of this SOW, this SOW shall remain in
effect with respect to and for the duration of any project authorization entered
into under this SOW that by its terms extends beyond the expiration of this SOW.

REAL ESTATE ADMINISTRATION SERVICES

GTE Corporate Real Estate provides lease administration services, new lease and
lease renewal support, and support for acquisitions and dispositions of owned
real estate. In connection with these services, real estate information is
entered into a GTE-owned real estate database. Genuity desires to use the GTE-
owned real estate database and to retain GTE to provide these services during a
transition period while Genuity builds its own real estate organization and
evaluates the service options available to it from other third party providers.
The real estate administration services may be terminated by Genuity on 60 days
written notice as set forth below.

1. GTE shall furnish the GTE Real Estate Database for use by GTE, GTE's
subcontractors and Genuity personnel during the term of this SOW for
maintenance of Genuity's real estate data. Genuity's use of the GTE Real
Estate Database is limited to the use described in this SOW and the services
to be provided by GTE in connection therewith are expressly limited to the
following:

Page 57 of 114

. Install a duplicate copy of the GTE Real Estate Database (RED),
transfer to this duplicate database (Duplicate RED) all Genuity records
residing on RED, and provide access rights to Duplicate RED to
appropriate GTE personnel and subcontractors.
. If and as requested by Genuity, setup additional Genuity users on
Duplicate RED and train Genuity personnel on use of RED.

Genuity's rights to use Duplicate RED shall automatically terminate upon
expiration or termination of this SOW.

2. GTE shall provide the following real estate lease administration services:

. Prepare lease abstract and lease responsibility matrix for all executed
leases. Lease abstracts shall include property information (such as
address and square footage), rent stream during entire term, escalation
clauses, sales tax, critical dates (such as scheduled rent increases
and renewal options), and other special options and clauses (such as
expansion rights and rights of first refusal)
. Enter lease data in Duplicate RED, including all actions required to
set up property on Duplicate RED and entry of data from lease abstract.
. File set-up, including distribution of new lease and/or lease renewal
notification letters to distribution list identified by Genuity,
together with copies of lease abstract and lease responsibility matrix.
. Coordinate insurance, including communication with insurance contacts
as identified and directed by Genuity to secure certificates of
insurance and follow-up with landlords to insure receipt.
. Complete and process payment forms as identified and directed by
Genuity.
. Critical date reporting, as well as on-going review of, and initiation
of actions identified on critical date reports.
. Operating expense true-ups, including review of landlords' operating
expense reconciliations to confirm consistency and compliance with
lease terms, including accuracy of landlords' computations.
. Process estoppel certificates and non-disturbance, subordination and
attornment agreements, including review and confirmation of lease terms
and coordination of legal review by Genuity's designated legal counsel.
. "Lease-To" administration, including preparation of forms for billing
tenants and subtenants for all leases-to's and subleases, notification
of rent payment adjustments, processing insurance certificates, and
abstracting new leases.
. Process standard reports from information resident in Duplicate RED.
. Budget support, such as provision of current rent information with
projected base rent increases and estimated operating expense
adjustments.
. Administer landlord/tenant communications, including escalation point
of contact with landlords on maintenance issues and follow-up with
Genuity and preparation of letters to landlords to communicate address
or reporting changes.

3. GTE shall provide new lease and complex lease renewal administrative
support, specifically:

. Database input, including entry of request/assignment in Duplicate RED
and coordination of responsibilities concerning the new lease or
complex renewal.
. On-going coordination and communication among all responsible persons.

Page 58 of 114

. Coordinate and process internal approval documentation based on
approval matrix submitted by Genuity and as otherwise identified and
directed by Genuity, such as preparation of financial analyses and
Genuity requisition forms, comparison of business case information with
financial analyses to conform to Genuity requirements, and tracking of
internal approval documents until fully executed.
. Lease document review and preparation of proposed revisions and
comments.
. Coordinate legal review by Genuity's designated legal counsel.
. Submit approved lease documentation for execution.
. Weekly review of all current files, participation in project meetings
for communication with Genuity team, and preparation of any
correspondence or additional documents to resolve special issues.

4. GTE shall provide administrative support for simple lease renewals,
specifically:

. Coordinate and process internal approval documentation based on
approval matrix submitted by Genuity and as otherwise identified and
directed by Genuity.
. Review of lease document for terms and conditions of renewal.
. Prepare notification letters to landlords.
. Communicate with individuals designated by Genuity to ensure that rent
payments are current during the renewal phase.
. Coordinate legal review by Genuity's designated legal counsel.
. Submit approved documentation for execution.

5. GTE shall provide administrative support for "lease-to's" (both affiliate
and non-affiliate transactions), specifically:

. Receive and review initial request from prospective tenant, and
coordinate completion of any requisite internal approval forms based on
approval matrix submitted by Genuity and as otherwise identified and
directed by Genuity.
. Determine fair market value for lease rate.
. Coordinate and process any internal approvals as identified and
directed by Genuity.
. Respond to questions and requests and participate in meetings as
necessary.
. Prepare lease document and coordinate legal review and approval by
Genuity's designated legal counsel.
. Circulate approved lease documents for execution.

6. GTE shall provide administrative support for real property acquisitions,
specifically:

. Database input, including entry of request/assignment in Duplicate RED
and coordination of responsibilities concerning the acquisition, as
well as on-going entry of updates on progress of site selection.
. Distribute information about prospective sites to individuals
designated by Genuity.
. Prepare, submit and route any concurrence memoranda to various Genuity
departments and/or individuals as identified and directed by Genuity
(such as Environmental Affairs, Building Services and Network
Construction).
. Order appraisals and brokers' opinions of value as directed by Genuity.

Page 59 of 114

. Order title search and a survey and route to appropriate individuals as
identified and designated by Genuity.
. Coordinate and process internal approval documentation based on
approval matrix submitted by Genuity and as otherwise identified and
directed by Genuity, such as preparation of financial analyses and
Genuity requisition forms, comparison of business case information with
financial analyses to conform to Genuity requirements, and tracking of
internal approval documents until fully executed.
. Coordinate preparation of purchase contract, review purchase contract
and prepare proposed revisions and comments, and coordinate legal
review by Genuity's designated legal counsel.
. Submit approved purchase contract for execution by Genuity.
. Post-closing, prepare log of all charges associated with acquisition of
property.
. Notify individuals designated by Genuity of the property acquisition
and distribute copies of relevant closing documents as directed by
Genuity.
. Participate in project meetings for communication with Genuity team,
prepare any correspondence or additional documents to resolve special
issues, and route invoices for payment.

7. GTE shall provide administrative support for disposition of owned real
estate, specifically:

. Research inquiries from interested parties.
. Prepare, submit and track any concurrence memoranda to various Genuity
departments and/or individuals as identified and directed by Genuity.
. Prepare summary of responses to concurrence memoranda and submit to
Genuity for further direction.
. If Genuity declares property to be surplus, coordinate disposition.
Obtain appraisal or broker's opinion of value; compile property
information file and obtain any documents or information not received
during research phase; present information to Genuity for determination
of sales price; and handle and coordinate negotiations with prospective
buyer.
. Market property.
. Coordinate and process internal approval documentation based on
approval matrix submitted by Genuity and as otherwise identified and
directed by Genuity, such as preparation of financial analyses and
Genuity requisition forms, comparison of business case information with
financial analyses to conform to Genuity requirements, and tracking of
internal approval documents until fully executed.
. Coordinate preparation of sales contract, review sales contract and
prepare proposed revisions and comments, and coordinate legal review by
Genuity's designated legal counsel.
. Submit approved sales contract for execution by Genuity.
. Notify individuals designated by Genuity of the property disposition
and distribute copies of relevant closing documents as directed by
Genuity.
. Post-closing, prepare log of all charges associated with marketing and
sale of property.
. Participate in project meetings for communication with Genuity team,
prepare any correspondence or additional documents to resolve special
issues, and route invoices for payment.
. Maintain Genuity owned real estate information in Duplicate RED.

Page 60 of 114

8. Service Commitment. GTE shall follow all Genuity processes and procedures
that are communicated to GTE.

Genuity's Responsibilities with respect to Real Estate Administration Services
------------------------------------------------------------------------------

Genuity shall provide all information required for GTE to perform its duties
hereunder.

Pricing Structure with respect to Real Estate Administration Services
---------------------------------------------------------------------

GTE may use GTE-approved subcontractors to provide any of the real estate
administration services under this SOW, with supervision of such subcontractors
to be provided by GTE. During the initial one-year term of the agreement,
Genuity shall pay GTE the following fees for these services:

Annual Administrative Fee: $110,000.00, payable in equal
monthly installments of $9,166.67; this
administrative fee covers all travel, general
office expenses and other overhead

Subcontractors: direct cost for all services obtained from
subcontractors, including without limitation
all costs associated with installation and
administration of Duplicate RED and all
transaction fees payable in connection with
brokerage services, EXCEPT for any
administrative fee payable by GTE to Xxxxxxx
& Wakefield, Inc. and/or The Staubach Company
and/or any subcontractor providing similar
administrative services.

GTE estimates that the subcontractor fees associated with installation of
Duplicate RED will be approximately $13,000.00, plus approximately $400.00 for
each additional user designated by Genuity.

In addition to these fees and charges, Genuity shall reimburse GTE for all costs
and expenses of consultants or other 3rd party services retained for or on
behalf of Genuity in connection with the performance of real estate
administration services, such as appraisals, surveys and marketing materials.
GTE shall submit monthly invoices to Genuity for the real estate administration
services.

Other Specific Terms or Conditions with respect to Real Estate Administration
-----------------------------------------------------------------------------
Services
--------

GTE may use GTE-approved subcontractors to perform any of the real estate
administration services under this SOW. Without limiting the generality of the
foregoing, Genuity acknowledges and agrees that GTE may subcontract any or all
of the real estate administration services to Xxxxxxx & Xxxxxxxxx, Inc. and The
Staubach Company and their respective affiliates.

Page 61 of 114

Genuity may terminate the real estate administration services set forth herein
for any or no reason upon 60 days written notice. In the event of such
termination, Genuity shall pay GTE for all services performed through the date
of termination.

DISPATCH CENTER SERVICES

GTE Support Assets provides a 24-hour call center for entry and dispatching of
work requests for certain building services. Genuity desires to retain GTE to
provide these services during a transition period while Genuity makes alternate
arrangements for these services. GTE has agreed to provide these services
through December 31, 2000; however, Genuity may terminate these services at any
time as set forth below.

1. GTE shall provide 24-hour call center and dispatch function for building
operation, maintenance and repair and for furniture repairs and
rearrangements. Work will be dispatched to the employee or contractor
designated by Genuity.

2. Service Commitment. GTE will dispatch each work request within 10 minutes
of receiving the call.

Term for Dispatch Center Services
---------------------------------

GTE shall provide these dispatch center services through December 31, 2000,
subject to termination of these services by Genuity at any time in its sole and
absolute discretion.

Genuity's Responsibilities with respect to Dispatch Center Services
-------------------------------------------------------------------

Genuity shall provide all information required for GTE to perform its duties
hereunder including, but not limited to, (a) the names and contact information
for all employees and contractors designated by Genuity to receive work requests
for (i) building operation, maintenance and repairs and (ii) furniture repairs
and rearrangements, and (b) location, contact information, and the nature of
services required for each work request.

Pricing Structure for Dispatch Center Services
----------------------------------------------

Genuity shall pay GTE at a rate of $9.70 per work request. GTE shall submit
quarterly invoices to Genuity for these dispatch center services.

Other Specific Terms or Conditions with respect to Dispatch Center Services
---------------------------------------------------------------------------

The parties understand and agree that GTE may cause these dispatch center
services to be provided by or through one of its Network Services affiliates.

POP SITE BUILDING TECHNICIAN SERVICES

GTE Support Assets manages building technicians who provide building maintenance
and repair services to certain points of presence (POP sites) on Genuity's fiber
optic network. Genuity desires to retain GTE to provide these building
maintenance and repair services during a transition period to allow Genuity to
make alternate arrangements for these

Page 62 of 114

services. GTE has agreed to provide these services through December 31, 2000;
however, Genuity may terminate these services at any time as set forth below.

1. GTE shall provide building repairs and maintenance for (number) currently
existing Genuity POP sites as requested by Genuity. Maintenance shall
include preventative maintenance as well as maintenance and repairs
necessitated by equipment failure. No new POP sites will be added to the
number of POP sites covered by this agreement.

2. GTE is hereby authorized to purchase parts and materials up to $500.00 per
work request in connection with the performance of these services without
any other or further authorization from Genuity. GTE shall not purchase any
parts or materials in excess of $500 per work authorization without prior
authorization from Genuity.

3. Service Commitment. Building technicians will respond within the following
time frames:

Emergency (Priority 1) - within 24 hours
Non-emergency (Priority 3) - within 7 days

Term for POP Site Building Technician Services
----------------------------------------------

GTE shall provide these POP site building technician services through December
31, 2000, subject to termination of these services by Genuity at any time in its
sole and absolute discretion.

Genuity's Responsibilities with respect to POP Site Building Technician Services
--------------------------------------------------------------------------------

Genuity shall provide all information required for GTE to perform its duties
hereunder. In addition, Genuity shall provide access to all sites, and contact
information for an Genuity contact with whom to discuss problem resolution.

Pricing Structure with respect to POP Site Building Technician Services
-----------------------------------------------------------------------

Genuity shall pay GTE at a rate of $34.32 per hour for these services, including
travel time. In addition to the hourly fees, Genuity shall reimburse GTE for
all travel-related costs and expenses and the cost of all parts and materials
used by GTE and/or the building technicians in the performance of these
services, all in accordance with the terms of the agreement and this SOW. GTE
shall submit quarterly invoices to Genuity for these POP site building
technician services.

Other Specific Terms or Conditions with respect to POP Site Building Technician
-------------------------------------------------------------------------------
Services
--------

GTE may use GTE-approved subcontractors to perform the POP site building
technician services described in this SOW. Without limiting the generality of
the foregoing, the parties further understand and agree that GTE may cause these
building technician services to be provided by or through one of its Network
Services affiliates.

Page 63 of 114

FM INVOICE PROCESSING SERVICES

GTE Support Assets provides invoice processing services for invoices associated
with work requests generated by the call center and entered into its FM system.
Genuity desires to retain GTE to provide these invoice processing services
during a transition period to allow Genuity to make alternate arrangements for
these services. GTE has agreed to provide these services for all invoices
associated with a FM invoice through December 31, 2000; however, Genuity may
terminate these services at any time as set forth below.

1. GTE shall perform all invoice processing of all Genuity invoices for
building and furniture-related work associated with a FM work request. GTE
shall receive, review and electronically process these invoices for approval
and payment though the FM system and the GTE accounts payable system.

2. Service Commitment. GTE shall process each invoice within three business
days of receipt.

Term for FM Invoice Processing Services
---------------------------------------

GTE shall provide these FM invoice processing services through December 31,
2000, subject to termination of these services by Genuity at any time in its
sole and absolute discretion.

Genuity's Responsibilities with respect to FM Invoice Processing Services
-------------------------------------------------------------------------

Genuity shall provide all information/instruction regarding processing and
payment of invoices.

Pricing Structure with respect to FM Invoice Processing Services
----------------------------------------------------------------

Genuity shall pay GTE $4.28 per invoice for these services. GTE shall submit
quarterly invoices to Genuity for these invoice processing services.

Other Specific Terms or Conditions with respect to FM Invoice Processing
------------------------------------------------------------------------
Services
--------

GTE shall provide these services only for invoices related to a work request
generated from the FM system. The parties understand and agree that GTE may
cause these FM invoice processing services to be provided by or through one of
its Network Services affiliates.

ENVIRONMENTAL SERVICES - IN GENERAL

GTE Environmental Affairs provides a variety of environmental services,
including environmental investigation and inspection services in connection with
real estate transactions, environmental compliance services, and environmental
administration and project management. Genuity desires to retain GTE to provide
these environmental services during a transition period to allow Genuity to make
alternate arrangements for these services. GTE has agreed to provide
environmental real estate transaction services for all proposed POP sites and
for other sites as requested by Genuity, environmental compliance services as
needed and requested by Genuity, and environmental administration and project
management services. Genuity may terminate these services upon 60 days written
notice as set forth below.

Page 64 of 114

ENVIRONMENTAL REAL ESTATE TRANSACTION SERVICES

1. Upon request by Genuity, GTE shall conduct a Step 1 Phase I. A Step I Phase
I is a site assessment with a limited scope that may be appropriate for
certain property transactions, for example a lease of office space where no
hazardous chemicals are used or stored. GTE may perform these assessments
or, depending on the location of the property and time constraints, a GTE
may retain a 3rd party consultant to perform these assessments on behalf of
Genuity. Upon completion of the Step I Phase I GTE shall deliver to Genuity
either an E-mail or letter report outlining the issues found at the site and
any recommendations for additional work.

2. GTE shall conduct a Phase I site assessment on all properties Genuity
proposes to use as a POP site and on other properties as requested by
Genuity. GTE shall retain 3rd party consultants to perform these
assessments. The Phase I site assessments shall be conducted as per American
Society for Testing and Materials (ASTM) standards, and shall include a
detailed history of the condition of the property and surrounding
properties, as well as data base searches to see if the site has ever been
listed with any of the Federal, State or local agencies. In addition, the
Phase I site assessment also determines if any types of hazards exist at the
site, either from past spills/releases or potential releases. GTE shall
deliver a preliminary E-mail report outlining the issues found at the site
and any recommendations for addition work, as well as a formal written Phase
I report from the 3rd party consultant.

3. Based upon GTE's recommendations and upon request by Genuity, GTE shall
conduct a Phase II site assessment on properties at which a Phase I site
assessment already has been completed and at which issues have been raised
about possible contamination. GTE shall retain 3rd party consultants to
perform these assessments. A Phase II site assessment typically includes
removal of samples and testing, such as soil samples and ground water
testing. GTE shall propose the scope of the Phase 2 site assessment, which
shall be subject to review and approval by Genuity. GTE shall deliver a
preliminary E-mail report outlining the lab results and any recommendations
for additional work, as well as a formal written Phase II letter report from
the 3rd party consultant.

4. Based upon GTE's recommendations and upon request by Genuity, GTE shall
conduct an Asbestos and Lead Survey on properties that are expected to
undergo construction renovations and on all properties being offered for
sale by Genuity. GTE shall retain a 3rd party consultant to perform the
Asbestos and Lead Survey. The surveys shall include the sampling of any
suspect asbestos containing materials (ACM) and any suspect lead painted
surfaces. GTE shall deliver a preliminary E-mail report outlining the lab
results from the survey and any recommendations on how to conduct any
recommended abatement, as well as a formal written ACM/Lead Report from the
3rd party consultant.

5. Follow-up Evaluation Remediations -If the environmental site assessment for
a property transaction reveals some type of contamination which must be
removed, abated, remediated or cleaned-up ("remediation"), GTE shall manage
the remediation if requested by Genuity. If Genuity retains GTE to manage
any remediation project, GTE will identify and evaluate 3rd party
consultants and remediation contractors, xxxx

Xxxx 65 of 114

review all proposals and negotiate changes to the proposals, and make
recommendations to Genuity on the best appropriate course of action.

Genuity's Responsibilities with respect to Environmental Real Estate Transaction
--------------------------------------------------------------------------------
Services
--------

Genuity is responsible for providing all information and data required for GTE
to perform its duties hereunder, including, but not limited to, a detailed list
of all new facilities to be considered for new leases/ownership, including
address, point of contact, and age of building. Genuity also shall provide all
information/instruction regarding processing and payment of invoices and expense
reports.

ENVIRONMENTAL COMPLIANCE SERVICES
---------------------------------

1. SPCC Plans - Upon request by Genuity, GTE shall select and retain
consultants with a Registered Professional Engineer on staff to prepare SPCC
Plans for all properties as required by Federal regulations, including
aboveground tanks with a quantity of 660 gallons or an aggregate of 1,320
gallons or more of any petroleum product, and any underground storage tank
with an aggregate of 42,000 gallons. GTE shall select the consultant, review
the draft plan to determine if any corrections need to be made, and review
and approval the final plan. GTE shall send a copy of each final SPCC Plan
to the applicable site supervisor and maintain a copy on file. GTE also will
determine when SPCC Plans require updates.

2. SPCC Training - Upon request by Genuity, GTE shall provide an employee
lesson plan and roster sheet to site supervisors in order to permit Genuity
to comply with Federal regulations that require the annual training of
employees who may respond to a spill involving a SPCC regulated tank. GTE
will maintain a copy of the training roster and will follow-up on any
rosters not received.

3. Business Emergency Plans and XXXX Title III Reporting - Upon request by
Genuity, GTE shall review Federal, State and Local regulations relating to
hazardous materials and complete all mandated reporting to the state-
administering agencies for XXXX Title III reports and state-mandated
business emergency and other types of plans triggered by certain quantities
of hazardous materials. GTE shall retain a 3rd party consultant to write
site-specific business plans as required by the regulations.

4. Compliance Inspections - Upon request by Genuity, GTE shall perform
compliance inspections at a designated percentage of reportable facilities.
GTE shall verify the information submitted to the state agencies, including
Battery and Fuel Storage data and completion of the eleven-part GTE
Inspection report. GTE shall submit an inspection report to the site
supervisor so that the site supervisor may correct any deficiencies found
during the Inspection.

Page 66 of 114

5. Spill Kits for Batteries and Fuel Oil Tanks - Upon request by Genuity, GTE
shall provide spill control equipment as required at Genuity facilities that
use or store hazardous materials.

6. Hazardous and Regulated Chemical Wastes - Upon request by Genuity, GTE shall
manage the disposal of Genuity's Universal Wastes in accordance with
Federal, State and Local regulations. . GTE shall verify applicable disposal
requirements, select contractors/disposal firms to handle/dispose/recycle
the wastes, determine if facilities need an EPA ID number, complete all
applicable paperwork, schedule pickups, and obtain copies of the shipping
papers for permanent records.

7. Disposal/Recycling of Batteries - Upon request by Genuity, GTE will arrange
for the disposal of Genuity's lead-acid batteries if such a need arises
outside of the terms of Genuity's battery maintenance agreement. GTE shall
set up a national service agreement for battery disposal. If requested by
Genuity, GTE shall provide a list of battery recycling facilities and shall
audit the disposal/recycling facilities. In addition, GTE will check local
and state regulatory requirements to determine if there are any restrictions
on battery disposal. GTE will complete and submit all applicable
notifications/documentation required by regulatory agencies.

Genuity's Responsibilities with respect to Environmental Compliance Services
----------------------------------------------------------------------------

Genuity is responsible for providing all information and data required for GTE
to perform its duties hereunder including, but not limited to, copies of all
environmental violations or citations, notification of any spill/release of
chemical of concern, hazardous/regulated waste transportation records,
hazardous/regulated waste disposal records, and information about all new
Genuity facilities. For each new Genuity facility, Genuity shall advise GTE if
the facility has any aboveground storage tanks (AST's) or lead-acid batteries,
and if it does the size and contents of the AST's, as well as number,
manufacturer, make and model of lead-acid batteries. Genuity shall provide
access to sites for GTE and GTE's 3rd party contractor personnel as needed and
appropriate to complete reports, inventories, plans and assessments. Genuity
shall provide or confirm chemical inventory information, site contact
information and other data needed to complete reports, plans and inventories.
Genuity shall inform and/or train its employees concerning chemical safety,
emergency contingency procedures and chemical release provisions of written
plans at Genuity sites. Genuity shall inform GTE of facility changes that
trigger a need to revise inventories, business plans, spill plans or contingency
plans. Genuity also shall provide all information/instruction regarding
processing and payment of invoices and expense reports.

ENVIRONMENTAL ADMINISTRATION SERVICES

1. Record Retention - GTE shall administer the paperwork as well as process and
archive required records in a central system. GTE shall keep Genuity's
records separate from GTE environmental records. Genuity's records shall be
the property of Genuity and will be transferred to Genuity, at Genuity's
expense, as and when directed by Genuity.

2. Review Reports - In addition to the reports to be reviewed by GTE under
other provisions of this SOW, GTE will review and provide comments and
recommendations to

Page 67 of 114

Genuity concerning 3rd party consultants' work products and reports as
requested by Genuity. GTE also will edit, help define and make
recommendations to Genuity on applicable scopes of work for various
projects.

3. Vendor Contracts - Upon request by Genuity, GTE will assist Genuity with
contract negotiations with various 3rd party environmental consultants.

4. Review Invoicing - GTE will review all invoices submitted by 3rd parties
retained by GTE for accuracy and timely billing. GTE shall verify each
invoice against the original contract proposal and shall process invoices in
accordance with Genuity instructions to GTE.

Genuity's Responsibilities with respect to Environmental Administrative Services
--------------------------------------------------------------------------------

Genuity is responsible for providing all information and data required for GTE
to perform its duties hereunder including, but not limited to, a list of vendors
with whom Genuity desires to enter into contracts and procedures for record
retention. Genuity also shall provide all information/instruction regarding
processing and payment of invoices and expense reports.

ENVIRONMENTAL PROJECT MANAGEMENT SERVICES

1. Point of Contact - GTE shall designate a single point of contact to
administer, monitor and follow-up on all work and program efforts. This
project manager will provide monthly reports on program and compliance
status to Genuity management.

2. Environmental Data Base - GTE shall establish an environmental database for
GNI environmental work. The database will summarize by facility
environmental work completed and key environmental characteristics of each
site.

3. Reports - GTE shall provide standardized reports and metrics concerning the
status of environmental programs to Genuity in mutually agreed formats. GTE
and Genuity shall jointly devise and mutually agree upon reports frequency
and content.

4. Invoicing - GTE will submit monthly invoices to Genuity for each month's
service fee. The invoices will include a break down of labor costs by
category and a separate line item for each expense category. GTE will retain
monthly time sheets for each staff member that worked on the Genuity program
showing their hours and the nature of the work performed. Invoices for
contractor work and travel expense accounts will also be available by month.
These backup records are to be maintained for three years. GTE shall make
supporting documentation available for Genuity's review at GTE's offices at
any time during normal business hours.

Genuity's Responsibilities with respect to Environmental Project Management
---------------------------------------------------------------------------
Services
--------

Genuity shall provide all information and data required for GTE to perform its
duties hereunder including, but not limited to, providing GTE an Genuity point
of contact to coordinate project management services and data needed to develop
and maintain an

Page 68 of 114

environmental database. Genuity also shall provide all
information/instruction regarding processing and payment of invoices and expense
reports.

Pricing Structure for All Environmental Services Described in this SOW
----------------------------------------------------------------------

Program Administrator $76.00 per hour
Program Manager $57.00 per hour
Administrative $31.00 per hour
Subcontractors and Consultants direct cost + 10%

In addition to these fees and charges, Genuity shall reimburse GTE for all
travel-related costs and expenses in accordance with the terms of the agreement
and for all costs and expenses for long distance, communications, reproductions,
courier and delivery services, postage and supplies incurred by GTE in the
performance of these services.

Other Specific Terms or Conditions with respect to Environmental Services
-------------------------------------------------------------------------

GTE may use GTE-approved subcontractors to perform any of the environmental
services under this SOW.

Any or all of the Environmental Services described in this SOW may be terminated
by Genuity for any or no reason upon 60 days written notice. In the event of
termination, Genuity shall pay GTE for all services performed through the date
of termination.

LIMITATIONS WITH RESPECT TO ALL ENVIRONMENTAL SERVICES
------------------------------------------------------

GTE makes no representation or warranty concerning Genuity's environmental
compliance; it is not possible for GTE to warrant Genuity's environmental
compliance. GTE, acting in the capacity of an environmental consultant to
Genuity, shall perform the environmental services described in this SOW in
accordance with generally accepted practices in the environmental
consulting field. Genuity acknowledges and agrees that GTE must, of
necessity, rely upon information reported by Genuity employees and 3rd
parties. GTE is not responsible for the accuracy of information provided
by Genuity or any 3rd party, including without limitation subcontractors
and consultants retained by GTE. Although this SOW states that GTE shall
provide a variety of reports, the parties understand and agree that GTE's
primary responsibility with respect to reports generated by 3rd parties is
for GTE to coordinate and review such reports, using that degree of care
GTE routinely exercises with respect to similar reports for its own
properties.

Genuity shall inform GTE of all pertinent details of Genuity properties and
operations that have environmental implications. Genuity also has
responsibility to physically maintain its sites and the on-site records
specified by GTE. Genuity is responsible for ensuring that its on-site
personnel attend training and refresher reviews of the plans and procedures
written for their respective sites.

Page 69 of 114

SAFETY SERVICES

GTE Safety provides certain safety management, analysis, inspection and
administrative services. Genuity desires to retain GTE to provide these
services during an interim period while Genuity makes alternate arrangements for
these services. GTE has agreed to provide the identified safety services as
needed and requested by Genuity. Genuity may terminate these services upon 60
days written notice as set forth below.

1. GTE shall provide the following safety services upon request of Genuity:

. On-site safety management services. Genuity shall provide a single
point of contact to administer, monitor, and follow-up on program
activities.
. On-site job safety analysis to identify potential hazards and develop
site specific recommendations for corrective action.
. Inspection of Genuity facilities and operations to monitor compliance
with occupational safety regulations.
. Respond to or contest an OSHA citation at the informal hearing level
and higher.
. Identify site-specific safety training requirements, such as defensive
driving, first aid/CPR, lockout/tagout, hearing conservation, hazard
communication, emergency evacuation, and ergonomics. GTE may conduct
this training or coordinate the appropriate training through a third
party vendor.
. Provide local supervision with root-cause investigation support for
serious injuries or vehicle collisions that result in a loss time
injury or fatality.
. Coordination with a Certified Industrial Hygiene vendor to resolve
indoor air quality issues in facilities owned or leased by Genuity.
. Assist in the development of building emergency evacuation plans for
Genuity facilities.

2. In connection with such safety services, GTE shall provide the following
safety program administration services:

. Record Retention - GTE shall administer the paperwork as well as
process and archive required records in a central system. GTE shall
keep Genuity's records separate from GTE safety records. Genuity's
records shall be the property of Genuity and will be transferred to
Genuity, at Genuity's expense, as and when directed by Genuity.
. Vendor Contracts - Upon request by Genuity, GTE will assist Genuity
with contract negotiations with various 3rd party consultants. In
addition, as requested by Genuity, GTE shall monitor Genuity's
consultants for quality control, cost-effective solutions, timely
delivery of reports and otherwise to protect the interests of Genuity.
. Review Invoicing - GTE will review all invoices submitted by 3rd
parties retained by GTE for accuracy and timely billing. GTE shall
verify each invoice against the original contract proposal and shall
process invoices in accordance with Genuity instructions to GTE.

Page 70 of 114

. Standardized Reports - As requested by Genuity, GTE shall provide
standardized reports concerning the status of safety support activities
in a mutually agreeable format. Frequency and content of reports to be
mutually agreed upon.
. Invoicing - GTE will submit monthly invoices to Genuity for each
month's service fee. The invoices will include a break down of labor
costs by category and a separate line item for each expense category.
GTE will retain monthly time sheets for each staff member that worked
on the Genuity program showing their hours and the nature of the work
performed. Invoices for contractor work and travel expense accounts
also will be available by month. These backup records are to be
maintained for three years. GTE shall make supporting documentation
available for Genuity's review at GTE's offices at any time during
normal business hours.

Genuity's Responsibilities with respect to Safety Services
----------------------------------------------------------

Genuity shall provide all information required for GTE to perform its duties
hereunder. Genuity must inform GTE of the pertinent details of any of Genuity's
operations that may have employee safety implications.

Pricing Structure with respect to Safety Services
-------------------------------------------------

Safety Director $76.00 per hour
Safety Specialist $57.00 per hour
Subcontractors and Consultants direct cost + 10%

Other Specific Terms or Conditions with respect to Safety Services
------------------------------------------------------------------

GTE may use GTE-approved subcontractors to perform any of the safety services
under this SOW.

Any or all of the safety services described in this SOW may be terminated by
Genuity for any or no reason upon 60 days written notice. In the event of
termination, Genuity shall pay GTE for all services performed through the date
of termination.

LIMITATIONS WITH RESPECT TO SAFETY SERVICES
-------------------------------------------

The purpose of this SOW with respect to safety services is to assist
Genuity in fulfilling its responsibility to establish and maintain a safe
work environment for employees. GTE does not (and cannot) warranty
Genuity's occupational safety compliance and does not assume any of
Genuity's safety responsibilities. Genuity must maintain its work place
free from recognized hazards in accordance with OSHA regulations, ensure a
safe environment for its employees, and take such steps as are necessary
and appropriate to prevent accidents or losses.

Page 71 of 114

Genuity shall inform GTE of all pertinent details of Genuity properties and
operations that have safety implications. Genuity also has responsibility
to physically maintain its sites and the on-site records specified by GTE.

IRVING-BASED BUILDING SECURITY SERVICES

GTE Security provides ID badge and card key issuance, alarm monitoring and
investigative services for certain Genuity buildings in the Irving, Texas area.
Genuity desires to retain GTE to provide these services during a transition
period while Genuity makes alternate arrangements for these services. Genuity
may terminate these services upon 60 days written notice as set forth below.

1. GTE shall issue ID badges and/or keycards to Genuity employees upon request
and approval by an authorized Genuity supervisor. Genuity shall submit the
ID badge and/or keycard request on a request form approved for use by GTE's
Employee & Asset Protection department.

2. GTE will provide 24 hour monitoring of alarms in accordance with current
practices and procedures in Genuity's buildings in Irving, TX and at which
GTE currently provides these services. GTE will provide notification of
alarms to Genuity in accordance with instructions from Genuity. Genuity
understands and agrees that GTE's sole responsibility under this paragraph
is to monitor the alarms and give notice of alarms in accordance with
instructions from Genuity. GTE has no obligations or responsibilities to
provide any other response to alarms.

3. Upon request of Genuity, GTE shall perform investigative services for
Genuity to facilitate fact finding and improve information gathering in
support of Genuity senior management, as well as to aid in prosecutorial
activities, facilitate recoveries and encourage loss prevention. GTE shall
report investigative findings in writing. Upon request of Genuity, GTE shall
report material findings of criminal acts to the appropriate State or
Federal criminal justice agency.

Genuity's Responsibilities with respect to Irving-Based Building Security
-------------------------------------------------------------------------
Services
--------

Genuity shall provide all information required for GTE to perform its duties
hereunder, including without limitation current notification information in the
event of an alarm.

Pricing Structure with respect to Irving-Based Building Security Services
-------------------------------------------------------------------------

ID Badge $2.50 each
ID Badge & Keycard Combination $5.00 each

Alarm Monitoring $30.00 per month

Investigative Services (Other than
Computer Forensic Investigative Services) $60.00 per hour

Computer Forensic Investigative Services $150.00 per hour

Page 72 of 114

Hourly rates will be charged for all time spent on investigative services,
including without limitation all time associated with conducting investigations,
reviewing documents, preparing reports and correspondence and attendance at
meetings.

Other Specific Terms or Conditions with respect to Irving-Based Building
------------------------------------------------------------------------
Security Services
-----------------

GTE may use GTE-approved subcontractors to provide any of the Irving-based
building security services described in this SOW, with supervision of such
subcontractors to be provided by GTE; however, Genuity shall not be responsible
for the costs of such subcontractors except as expressly set forth herein.

The parties acknowledge and agree that the alarm monitoring equipment located at
Genuity's premises is owned by Genuity and that Genuity has sole responsibility
for the repair and maintenance of such equipment. GTE has no obligations or
responsibilities with respect to repair and maintenance of such equipment.

Any or all of the Irving-based security services described in this SOW may be
terminated by Genuity for any or no reason upon 60 days written notice. In the
event of termination, Genuity shall pay GTE for all services performed through
the date of termination.

LIMITATIONS WITH RESPECT TO IRVING-BASED BUILDING SECURITY SERVICES
-------------------------------------------------------------------

GTE does not warrant services against intrusion, loss, property damage,
vandalism, or injury to employees, visitors or contractors.

CAMBRIDGE-BASED BUILDING SECURITY SERVICES

Genuity Security provides ID badge and card key issuance, alarm monitoring,
guard services and investigative services for certain GTE buildings in
Cambridge, MA, New London, CT, Rosslyn, VA, and Columbia, MD. These services are
provided from a central security control center located in a GTE-owned building
in Cambridge, MA. Genuity uses this same security control center to monitor
numerous other Genuity sites. Accordingly, GTE has agreed to lease the security
control center to Genuity during a transition period to allow Genuity time to
design and construct an alternate security control center at another site. In
turn, during this transition period, while Genuity has exclusive use and control
of the security control center in Cambridge, MA, Genuity has agreed to provide
certain security services to GTE. These services shall terminate no later than
December 31, 2000; however, Genuity may terminate these services upon 30 days
written notice provided that Genuity's lease of the security control room
likewise terminates upon the date of termination of these services as set forth
below.

The Cambridge-Based Building Security Services to be provided under this SOW are
to be provided under the terms and conditions of the Agreement, EXCEPT for
purposes of these

Page 73 of 114

Cambridge-Based Building Security Services the service
provider is Genuity and the customer is BBNT Solutions LLL ("BBNT"), an
affiliate of GTE. Accordingly, for purposes of these Cambridge-Based Building
Security Services, (i) Genuity agrees to be bound by the terms of the Agreement
as if it were GTE thereunder, and (ii) GTE and BBNT shall be bound by the terms
of the Agreement as if they were Genuity thereunder.

1. Genuity shall provide security management and system monitoring services as
described below:

. Genuity will provide 24 hour monitoring of the currently installed
security management system in BBNT's buildings in Cambridge, MA; New
London, CT; Rossalyn, VA; and Columbia, MD; and will provide
notification of alarms to BBNT in accordance with instructions from
BBNT. BBNT is responsible for providing current notification
information.
. Genuity will provide a weekly alarm report and a list of authorized
card users generated from the DSX security management system.
. Genuity will provide response to intrusion alarms on perimeter doors,
medical emergencies, and other emergency situations. Genuity also will
provide after-hour employee escorts and vehicle assistance. Genuity
will provide reasonable response time to service requests, but actual
time depends on other required duties performed by security personnel.
. Genuity will maintain the access control system in proper working order
at its cost and expense; however, BBNT shall reimburse Genuity for all
repair costs resulting from the negligence or willful misconduct of
BBNT or its employees, agents or contractors.
. BBNT owns the security system components located in its owned and
leased buildings covered by this SOW (specifically excluding BBNT's
subleased premises located at 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX), EXCEPT
Genuity owns the security console and the equipment located therein in
the security control center located at 00 Xxxxxxx Xxxxxx, Xxxxxxxxx,
XX.

2. Genuity shall provide access control cards and keys as described below:

. Genuity will provide access control cards and photo identification to
BBNT employees in accordance with currently established procedures.
. Genuity "owns" the facility code presently used on access control
cards. Upon expiration or earlier termination of this SOW with respect
to Cambridge-based security services, BBNT will endeavor to recover and
return to Genuity the access control cards issued by Genuity.
. Genuity will process photo identification / access control cards in
accordance with the current badge office hours and procedures.
. BBNT will provide Genuity with photo badge templates in digital format.
. Cost of the first 100 badges per month is included in the monthly
Security Management Fee. BBNT shall pay a fee of $25 per badge for each
additional badge in excess of 100 badges issued in any month.
. Genuity will maintain the current mechanical key hierarchy until BBNT
installs an alternate hierarchy. Costs of keys will be included in the
Security Management Fee. Re-coring costs will be charged at cost + 10%.

Page 74 of 114

3. Genuity shall perform investigative services for BBNT as described below:

. Genuity will provide initial response to reports of internal thefts,
security complaints and other security-related matters. Genuity's
initial response and report is included in the Security Management Fee.
. Upon request by BBNT, Genuity may provide further investigation beyond
initial response and report at a cost of $75 per hour. BBNT shall
reimburse Genuity for all travel-related costs and expenses associated
with investigations in accordance with BBNT's travel policy. If Genuity
does not have the capacity or desire to perform investigations beyond
initial response and report, Genuity shall decline to provide such
additional investigative services; Genuity shall not retain any third
party consultants or investigators for or on behalf of BBNT.
. BBNT is responsible for background investigations of BBNT new hires

4. Genuity shall provide guard services to BBNT as described below:

. Genuity shall provide routine guard services in accordance with
existing practices, including guard patrol services to internal and
external BBNT property and initial emergency response. Genuity will
manage the guard services.
. If BBNT requests any special guard services for moves or other special
events, BBNT shall pay the direct costs incurred by Genuity in
accordance with Genuity's guard service contract, plus a 10% management
fee, for such additional coverage.
. Routine guard tours will include required checks of government secured
containers and rooms.
. Genuity will provide government "cleared" guards until May 31, 2000 and
will provide required response to secure open government containers and
rooms in accordance with present practices. Genuity will not maintain
the capability to provide "cleared" response beyond May 31, 2000.

Term for Cambridge-Based Building Security Services and Transition of Services
------------------------------------------------------------------------------

The parties acknowledge that Genuity is leasing the space for the security
control center located at 00 Xxxxxxx Xxxxxx from BBNT under the terms of a Lease
Agreement of even date herewith. The parties further acknowledge and agree that
it is the intention of both parties to transition the security services covered
by this SOW from Genuity to BBNT on or before December 31, 2000. In furtherance
of this transition, Genuity hereby agrees to diligently proceed with the
selection, design, and build-out of an alternate security control center to
which it will migrate all non-BBNT security management and monitoring conducted
by Genuity at 00 Xxxxxxx Xxxxxx.

This SOW shall terminate with respect to the Cambridge-based security services
upon the earlier of (i) December 31, 2000, or (ii) 30 days after written notice
of termination from Genuity to BBNT; it being understood and agreed that
Genuity's lease of the security control room likewise shall terminate upon the
date of termination of this SOW. Upon termination of this SOW, the parties
agree to cooperate with each other in transitioning the security services
provided hereunder to BBNT or its designated third party provider.

Page 75 of 114

In addition, and notwithstanding anything to the contrary contained in this SOW,
BBNT may terminate this SOW with respect to the guard services described in
paragraph 4 above upon 30 days written notice to Genuity.

BBNT's Responsibilities with respect to Cambridge-Based Building Security
-------------------------------------------------------------------------
Services
--------

BBNT shall provide all information required for Genuity to perform its duties
hereunder, including without limitation current notification information in the
event of an alarm. As stated above, BBNT also will provide Genuity with photo
badge templates in digital format.

Pricing Structure with respect to Cambridge-Based Building Security Services
----------------------------------------------------------------------------

Genuity may use Genuity-approved subcontractors to provide any of the Cambridge-
based building security services described in this SOW, with supervision of such
subcontractors to be provided by Genuity; however, BBNT shall not be responsible
for the costs of such subcontractors except as expressly set forth herein.

In addition to the fees set forth elsewhere herein, BBNT shall pay Genuity the
following fees for these services:

System Monitoring Service (including all
system maintenance and repairs, except
as expressly set forth in this SOW) $5,400.00 per month

Security Management Fee $2,675.00 per week

Routine Guard Services Fee $3,330.00 per week

Genuity shall submit monthly invoices to GTE for these Cambridge-based security
services.

LIMITATIONS WITH RESPECT TO CAMBRIDGE-BASED BUILDING SECURITY SERVICES
----------------------------------------------------------------------

Genuity does not warrant services against intrusion, loss, property damage,
vandalism, or injury to employees, visitors or contractors. The success of
any security program is contingent upon the active participation of all
employees, visitors and contractors and requires the support of all levels
of management.

GTE SERVICE CORPORATION GENUITY INC.

By:____________________________ By:_____________________________

Title:_________________________ Title:__________________________

Page 76 of 114

Statement Of Work
For
Billing Services

This Statement of Work ("SOW") is made by GTE Consolidated Services
Incorporated, ("CSI") and Internetworking,Incorporated and its subsidiary
companies (collectively referred to as "INTERNETWORKING"), and is hereby made a
part of and shall be governed by the Transition Services Agreement.

This SOW establishes the terms and conditions pursuant to which INTERNETWORKING
wishes to obtain from CSI, and CSI shall provide to INTERNETWORKING, billing,
credit and collection services for INTERNETWORKING for a transitional period of
one (1) year, with an opportunity for two (2) one-year renewal terms, or
alternatively, 180 day termination for convenience, at any time during the term
or a renewal term, by INTERNETWORKING. During the transition period,
INTERNETWORKING requires various billing, credit and collection services in
order to properly xxxx and receive revenue from its customers. CSI has in the
past, and continues to possess, the capability of providing such billing, credit
and collection services to meet the billing, credit and collection needs of
INTERNETWORKING for the continuing and uninterrupted flow of revenue to
INTERNETWORKING.

1. SERVICES IN GENERAL.

(a) This SOW establishes the terms and conditions pursuant to which
INTERNETWORKING shall obtain from CSI, and CSI shall provide to INTERNETWORKING,
billing, credit and collection services regarding INTERNETWORKING
corporate/commercial customers (individually and collectively, "Services")
described in various schedules to this SOW (individually a "Schedule" and
collectively the "Schedules"). To the extent of any conflict or inconsistency
between the terms and conditions of a Schedule and the terms and conditions of
this SOW, the terms and conditions of the applicable Schedule shall control.

(b) All Schedules shall: be and are hereby incorporated by reference as a
part of this SOW and shall: (i) describe the type and scope of Services to be
performed, resources to be provided or obligations to be discharged by CSI
pursuant to the SOW; (ii) describe the obligations of INTERNETWORKING related to
this SOW, including any facilities, equipment, personnel and tasks or other
support to be provided or performed by INTERNETWORKING; (iii) specify any other
terms and conditions appropriate to the Services to be performed and the
obligations of the parties relative thereto. The attached Schedules are as
follows:

Schedule A-Description of Services

Schedule B-Performance Standards

Schedule C- Current Products Billed

Schedule D-Change Request Procedures

Schedule E- Arbor Conversion

Schedule F-ATM Services

Schedule G- Pricing

Schedule H- Tax Services

(c) No changes to the scope of Services shall be permitted unless set
forth in writing pursuant to the procedures set forth in Schedule D, Change
Request Procedures.

2. CREDIT AND COLLECTION SERVICES.

(a) CSI shall perform the credit and collection Services set forth in the
Schedules, upon written request by INTERNETWORKING.

(b) In addition to the provisions of the Transition Services Agreement
concerning Compliance with Laws, with regard to Credit and Debt Collection, the
parties, their employees, contractors, agents and assigns shall comply with all
applicable federal, state and local credit and debt collection statutes,
ordinances, regulations, and codes including but not limited to the Fair Credit
Reporting Act, 15 U.S.C. Section 1681, et seq., The Equal Credit Opportunity
Act, 15 U.S.C. Section 1691, et seq., The Fair Debt Collection Practices Act, 15
U.S.C. Section 1692, et seq., and the Consumer Credit Protection Act, 15 U.S.C.
Section 1601, et seq.

3. INFORMATION TECHNOLOGY REQUIREMENTS.

CSI will provide such records and data processing tools as necessary, to provide
the Services set for herein, either through its own information technology
("IT") resources or those of its affiliates and third party contractors.
INTERNETWORKING will give CSI prompt written notice of any modifications to its
existing records and data systems, when it augments such systems or obtains new
records and data systems, that may materially affect CSI's ability to provide
services hereunder.

4. REPLACEMENT AND MODIFICATION OF SYSTEMS.

CSI reserves the right to modify or replace its billing systems at any time
during the term hereof, to support increased capacity or new products or
services requested by

INTERNETWORKING or reqired for the performance of Services by CSI ("Changes"),
provided, however, such Changes will not result in any material loss of
functionality of such billing systems or Services. CSI shall give
INTERNETWORKING immediate notice of such Changes. . INTERNETWORKING understands
and agrees that as used herein, the term "billing systems" shall refer solely to
the protocol that CSI employs in tandem with the particular transmission medium
used by INTERNETWORKING that enables CSI to read and process INTERNETWORKING's
data as detailed in the Schedules and any attachments thereto.

5. SERVICES PRICING AND INVOICING

(a) Pricing for CSI Services is set out in Schedule G, Services Pricing.
Such pricing does not include applicable sales, use or similar taxes, which
shall be added to the amount invoiced.

(b) In addition to the provisions set forth in the Transition Services
Agreement, INTERNETWORKING agrees to pay the full invoiced amount represented on
each invoice, or in the event that an amount is in dispute, submit a written
request for review of the disputed portion of the invoice by the payment due
date of the invoice. If INTERNETWORKING fails to pay or submit a request for
review of a disputed billing procedure, as provided herein, by the payment due
date, CSI reserves the right to charge interest at a rate of 1 1/2 % per month
or at the highest allowable statutory rate. In the event of a dispute concerning
an invoice received by INTERNETWORKING, INTERNETWORKING shall promptly notify
CSI in writing of the disputed item(s) with a description of the dispute on or
before the due date of the invoice. CSI shall respond within 20 days of receipt
of such dispute. If the dispute cannot be resolved by the parties within 30 days
thereafter, the parties will resort to the dispute resolution procedures set
forth in the Transition Services Agreement.

(c) In addition to the provisions for expense reimbursement set forth in
the Transition Services Agreement, INTERNETWORKING shall reimburse CSI for all
reasonable expenses approved by INTERNETWORKING, incurred on INTERNETWORKING's
behalf for the purposes of providing the Services ("Expenses"). There shall be
no xxxx-up for invoiced Expenses. CSI shall invoice INTERNETWORKING for Expenses
as they accrue monthly.

(d) The parties shall negotiate pricing within 120 days of the anniversary
of this SOW as set out in Section 6 (b) Term with new pricing to be effective on
the anniversary date of this SOW. However, CSI reserves the right to increase
its rates and charges at any time during the term or any renewal term to include
increases in costs as the result of changes in Applicable Law, regulation, or
postal rates, or other similar circumstances beyond CSI's control, related to
CSI's provision of Services, whether recurring or non-recurring, upon thirty
(30) days written notice to INTERNETWORKING.

Upon INTERNETWORKING's termination of this SOW, for convenience before the end
of the initial term, as provided in Section 6, prior to the end of the term,
INTERNETWORKING will reimburse CSI, its parent or affiliate, as the case may be,
for all INTERNETWORKING-approved, third party costs for equipment or software
which have been incurred by CSI after the execution of this SOW as a direct
result of CSI's provision of Services under this Agreement or any Statement of
Work, provided that INTERNETWORKING shall be entitled to any right, license or
title related to any such equipment or software to the extent CSI has the legal
authority to convey such right, license or title. In addition, in the event
INTERNETWORKING terminates this SOW for convenience during the term or any
renewal term, INTERNETWORKING will reimburse CSI for $8 million of the $16
million license fee paid by CSI, its parent or affiliated company, as the case
may be, for the Kenan-Arbor Software License.

6. TERM.

(a) This SOW is effective as of the Effective Date of the Transition
Services Agreement and shall continue in full force and effect for an initial
term ("Initial Term") of one (1) year and may be renewed at INTERNETWORKING's
option for two renewal terms of one year (each a "Renewal Term"), in accordance
with the procedures set out in subsection (b), below. Following the second
Renewal Term, the SOW may be renewed at the mutual agreement of the parties.

(b) In the event that INTERNETWORKING wishes to negotiate to renew this
SOW as set out in subsection (a), above, INTERNETWORKING will provide CSI with
notice of its intent to negotiate a Renewal Term and a forecast for such Renewal
Term ("Renewal Forecast") no later than one-hundred and twenty (120) days prior
to the end of the Initial Term or Renwal Term, as applicable. CSI will respond
to the Renewal Forecast with a pricing proposal within (30) thirty days of
receipt of the Renewal Forecast and INTERNETWORKING will notify CSI of
INTERNETWORKING's decision regarding it decision to enter into a Renewal Term
within thirty (30) days from the date INTERNETWORKING receives pricing from CSI.
If INTERNETWORKING fails to notify CSI of its intent to renew, by such renewal
notice date, the SOW will expire at the end of the then-current Term. In the
event that INTERNETWORKING does not wish to enter into a Renewal Term, the
parties shall mutually agree upon a reasonable period to wind down the Services
hereunder and allow for INTERNETWORKING to transfer to another service provider;
such period not to exceed 180 days post expiration. The parties shall proceed in
the post expiration period at the proposed pricing rates.

(c) Termination without Cause. Either party may terminate this Statement
-------------------------
of Work without cause upon a minimum of one hundred and eighty (180) days
written notice to terminate. The parties agree that this notice period is
longer than the 120 day termination provision set out in the basic Agreement,
and agree to the longer period in order to accommodate INTERNETWORKING's
minimum requirements in transitioning to another service provider or another
billing and collection mechanism.

Upon receipt of notice of termination, the parties shall meet to determine a
plan for transition and termination, the termination date shall not be longer
than one year from the date the non-terminating party receives such notice of
termination.

(d) Termination for Cause. INTERNETWORKING may terminate this Statement of
---------------------
Work for cause, upon written notice and with an opportunity to cure pursuant to
the Transition Services Agreement, due to CSI's material failure to administer
INTERNETWORKING's established policies and procedures (which have been given to
CSI in writing prior to such alleged failure). For purposes of this agreement,
"material failure" is defined as the occurrence of either: (i) three (3) or more
breaches of separate policies or procedures within a twelve (12) month rolling
period or (ii) two (2) or more breaches of the same policy or procedure within a
rolling twelve (12) month period.

(e) In addition to the foregoing, this SOW may be terminated by: (i)
mutual agreement of the parties or (ii) in the event of termination of the
Transition Services Agreement, this SOW will terminate simultaneously therewith.

7. CSI ON- SITE PERSONNEL.

(a) CSI shall provide on-site personnel at specifically designated
INTERNETWORKING location(s) to support INTERNETWORKING's requirements as
mutually agreed by the parties. All such on-site personnel will work under the
direction and control of CSI.

(b) CSI shall be responsible for all timekeeping, payroll, applicable
benefits (if any), workers compensation, insurance, employment and other related
taxes, documentation and related administrative duties or other requirements
with respect to the CSI on-site personnel.

(c) CSI shall require all employees or subcontractors located on-site at
INTERNETWORKING's location(s) to comply with the published rules, regulations
and policies of INTERNETWORKING which shall be provided to all on-site employees
at the time the on-site employee is assigned to an INTERNETWORKING location(s).

(d) CSI and the on-site personnel shall treat and maintain all information
obtained at INTERNETWORKING's location(s) as Confidential Information as set
forth in the Transition Services Agreement.

(e) In the event that INTERNETWORKING requires on-site personnel,
INTERNETWORKING will provide adequate office space and accommodations to support
such on-site personnel. The term "adequate office space and accommodations"
means that INTERNETWORKING shall provide, including but not be limited to,
office space specifically designated for CSI employees in or near

INTERNETWORKING's offices equipped with computers, telecommunications, e-mail,
internet access, ordinary and customary office furniture and equipment and mail
and janitorial services.

(f) In the event that INTERNETWORKING requires the office relocation of
any on-site personnel provided by CSI, INTERNETWORKING will reimburse CSI for
all business-related costs incurred by CSI associated with relocation of CSI
personnel as set forth herein. 8. ACCESS NEEDS OF PARTIES AND CONFIDENTIALITY
PROTECTIONS FOR PERSONNEL ON SITE TO EITHER PARTY.

In addition to the provisions set forth in the Transition Services Agreement,
each party shall permit reasonable access during normal working hours to its
facilities and systems that are used in connection with the performance of
Services. On-site personnel shall be given security authorization for limited
access to INTERNETWORKING's facilities for the purpose of performing the
Services. For all other types of access by non on-site personnel, reasonable
prior notice shall be given when access is required.

9. FORECASTING

In order to permit CSI to plan for and implement the Services, INTERNETWORKING
shall provide CSI with quarterly forecasts of billing volumes for each fiscal
quarter during the term hereof. Each quarterly forecast must be submitted to CSI
no later than 60 days prior to the end of the preceding quarter and such
forecast shall provide:

(1) volume of gross billing (in dollars),

(2) percentage increase or decrease in volume of amounts billed,

(3) billing volume for new customers and estimated dollar value.

(4) Number of Customers- Broken out into classifications: Total, New
and Incremental (increase or decrease)

(5) Number of Usage Records (for usage products) per month, per
product; date expected to be made available to billing; requested
in-service date

(6) Number of Non-Usage Billing Events: NRC's and MRC's per month, per
product; date expected to be made available to billing; requested
in-service date

(7) Volume of Individual Customer Basis contracts

(8) Activation time required for new customer or new products to
introduced in the applicable quarter and the effective date for the
following:
(i) new products
(ii) new customers
(iii) new pricing
(iv) bundled services and/or pricing

(9) Requirements for development of new billing capabilities or
changes to existing capabilities pursuant to Schedule D,
Change Request Procedures.

The parties acknowledge that material changes to billing events
processed by the CSI system, including but not limited to,
introduction of new products, the addition of a significant number of
new customers, significant deviations from forecasted volumes or
significant increases in billing volumes, or delays from forecasted
dates in launching new products may lead to limitations on CSI's
ability to provide the Services. In order to provide CSI with the best
available information concerning INTERNETWORKING's projected volumes
and changes that have an impact on CSI's provision of the Services
described in this SOW, the parties shall meet quarterly to review
INTERNETWORKING's forecast for the next quarter to determine the
requirements of each party in order for CSI to provide the level of
Services required by this SOW.

10. CHANGE CONTROL.

(a) All requests for changes to or addition of Services for new
products, new customers, termination of customers, significant
increases/decreases to numbers of bills or other changes regarding the
Services must be made in accordance with the Change Request Procedures set
forth at Schedule D.

(b) In addition, INTERNETWORKING shall communicate all IT
requirements, changes, clarification, question or requests of any nature
regarding the CSI system directly to CSI personnel or management. In no
event shall INTERNETWORKING communicate directly with any affiliates or
subcontractors of CSI regarding such requests or other components or
services rendered pursuant to this SOW without the written consent of CSI.

11. TAXES.

(a) CSI shall provide the tax services described in Schedule H, Tax Services.
INTERNETWORKING shall be liable for all applicable sales, use or similar
taxes for amounts invoiced to INTERNETWORKING's customers and
INTERNETWORKING shall be responsible for preparation and filing of all tax
returns and applicable tax reporting to all taxing jurisdictions. Taxes
shall be added to each customer's invoice, however, CSI shall not be liable
for miscalculation or omissions with regard to such taxes.

12. MODIFICATION

This SOW or any Schedule attached hereto may only be modified or amended by an
instrument in writing signed by duly authorized representatives of the parties
pursuant to the terms of the Transition Services Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this SOW through their
authorized representatives.

GTE Consolidated Services Incorporated Genuity Inc.

By:_____________________________ By:_____________________________

Name:___________________________ Name:___________________________

Title:__________________________ Title:__________________________

Date:___________________________ Date:___________________________

Schedule A
Description of Billing Services

The scope of the Services set forth herein may be modified by mutual agreement,
but all modifications must be in writing, signed by both parties. CSI shall
perform no services outside the scope of the Services as defined in writing in
this Schedule A. No changes to the scope of work shall be permitted unless set
forth in writing executed by an authorized manager of each party (for purposes
of authorization, e-mail will not be considered a "writing").

Under this SOW, CSI agrees to provide to INTERNETWORKING the following
functions, which collectively are defined as Billing Services:
. Data Accumulation
. Xxxx Processing
. Xxxx Format and Distribution
. Inquiry & Investigation
. Credit Verification
. Collections Administration
. Payment Processing
. Administration of Billing Capability
The following sections describe each of these functions and the roles and
responsibilities of CSI and INTERNETWORKING in fulfilling these functions.

Section 1.0 - Data Accumulation

1.0 Data accumulation consists of the validation and correction (as agreed
upon) of usage based billing events, trending, guiding of usage based events to
a customer account, provisioning of unrated and/or rated call detail files as
agreed upon and preparing usage based events for xxxx calculation process. Such
events may be voice, data, database lookups and value added services. Events can
be recorded by INTERNETWORKING'S network or received from an external company.

1.1 CSI will:

1.1.1 Validate and manage usage based billing events on a timely basis (daily),
from mediation to billing, and process those records for billing in
accordance with the business rules defined by INTERNETWORKING. In
situations where INTERNETWORKING performs the collection and mediation
processes, CSI will accept only those records which are in the standards
and format defined by CSI.

1.1.2 Provide balancing and control procedures to assure all usage based
billing events provided by INTERNETWORKING are processed and distributed
to the billing systems in an accurate and timely manner.

1.1.3 Investigate all events in error and return to INTERNETWORKING for review
and disposition any errors that CSI cannot correct.

1.1.4 Perform trending on billing events and provide reporting to
INTERNETWORKING for their analysis of customer behavior and impact on
revenues

1.1.5 Provide monthly reports to INTERNETWORKING on the volume of usage based
billing events processed, volume of events determined to be unbillable
due to errors, and root cause analysis of event processing errors.

1.2 INTERNETWORKING will:

1.2.1 Provide to CSI scheduled usage based event transmissions in the format
and standards as mutually agreed to by the parties.

1.2.2 Provide to CSI usage based event transmission balancing and control
information in the format and standards as mutually agreed to by the
parties.

1.2.3 Notify CSI of any delays in scheduled transmissions and will not hold CSI
responsible for any missed cycle cutoffs due to delays caused by
INTERNETWORKING.

1.2.4 Notify CSI of usage rate changes in a timely manner and will not hold CSI
responsible for any missed rate change update due to delays caused by
INTERNETWORKING. Rate changes and any new usage based events to be billed
will be communicated to CSI as outlined in Schedule D- Change Request
Procedures

Section 2.0 - Xxxx Processing

2.0 Xxxx Processing consists of the creation of formatted billable data for all
customers at xxxx now time. This process includes the retrieval of all
usage-based events, customer specific product and services information,
recurring and non-recurring charges, adjustments to customer accounts and
payment data.

2.1 CSI will:

2.1.1 Maintain billing schedules in accordance with INTERNETWORKING business
requirements. Billing schedules will be prepared on a monthly basis and
approved by INTERNETWORKING and CSI. Any changes in final mail dates to
customers will be mutually agreed on by both parties.

2.1.2 Calculate all federal, state, and local sales, use, excise, gross
receipts, and other taxes and tax-like charges imposed on
INTERNETWORKING's services in accordance with the tax application
guidelines provided by INTERNETWORKING.

2.1.3 Develop and maintain the billing process for INTERNETWORKING's pricing
and discounting plans for products and services offered by
INTERNETWORKING.

2.1.4 Perform quality assurance reviews of billing system outputs to verify the
accuracy of billing and take the required action to correct billing
exceptions identified.

2.1.5 Maintain financial and journalization tables to ensure the accurate
transmission of billing data to INTERNETWORKING's Financial Reporting
system, SAP.

2.1.6 Maintain billing data files for the period of time consistent with
applicable law and INTERNETWORKING business requirements.

2.1.7 Provide security controls for usage based event and billing data to
assure only those organizations/individuals authorized by INTERNETWORKING
have access to such data.

2.2 INTERNETWORKING will:

2.2.1 Provide to CSI information regarding new pricing and discount plans or
changes to existing pricing and discount plans as outlined in Schedule D-
Change Request Procedures.

2.2.2 Provide direction and business requirements to CSI regarding the
application and billing of Taxes, including, without limitation,
implementation of the following:

2.2.2.1 Procedures or information relating to taxes that are
applicable to INTERNETWORKING products and services for all taxing
jurisdictions.

2.2.2.2 Procedures or information arising from changes to Applicable
Law relating to Taxes.

2.2.2.3 Procedures or information relating to Taxes on new products
and services offered by INTERNETWORKING.

2.2.2.4 Procedures or information relating to Tax surcharges.

2.2.2.5 Procedures or information relating to the tax status of a
particular customer.

2.2.3 Provide CSI with INTERNETWORKING's requirements related to the
information flow from the billing system as applicable to journalization
of revenues, cash, accounts receivable and uncollectible activity
processed by CSI's billing systems.

2.2.4 Provide CSI customer sales, order entry, and provisioning data on a daily
schedule as input to the billing function performed by CSI. These updates
shall include for new INTERNETWORKING customers, all account information
necessary to establish an account on the billing system customer account
database. For existing customers, these updates shall include all changes
to the account and the effective date of the change.

2.2.5 Provide to CSI such access to INTERNETWORKING sales, order entry,
provisioning and financial systems that are required in order to supply
the billing system with appropriate customer or product related data
required by CSI in the preparation of a customer xxxx.

2.2.6 Provide for CSI maintenance and training on INTERNETWORKING systems that
require access by CSI employees.

2.2.7 Provide to CSI an initial list of INTERNETWORKING employees authorized by
INTERNETWORKING to access and review customer data and product/service
data from CSI's billing systems. Updates to this list will be
communicated to CSI on no less than a monthly basis and immediately upon
the termination of any previously authorized employee.

2.2.8 Provide to CSI on no less than a monthly basis, a report of known or
suspected billing issues detected by INTERNETWORKING from any source,
including but not limited to customer feedback or inquiries and analysis
of financial reporting data.

Section 3.0 - Xxxx Format and Distribution:

3.0 Xxxx Format and Distribution consists of the processes used to support
the production of the xxxx in the format and on the media defined by
INTERNETWORKING business requirements and the distribution of the xxxx
and any supplemental information to the customer.

3.1 CSI will:

3.1.1 Maintain and support xxxx presentation formats in paper media. Support
for invoice preparation on alternative media (CD-ROM, diskette,
electronic) will be evaluated through the Change Request Procedures based
on INTERNETWORKING's business requirements, See Schedule D.

3.1.2 Provide balancing and control processes to assure all print files are
received, processed and distributed in accordance with established Xxxx
Processing schedules.

3.1.3 Manage the investigation and corrective action associated with any
files/documents that are not successfully transmitted and printed.

3.1.4 Burst, fold, insert, apply postage and mail all customer bills in
accordance with Xxxx Processing schedules.

Administer the recovery of mutilated bills utilizing CSI's standard xxxx reprint
process.

3.1.5 Provide to INTERNETWORKING a confirmation of the total documents mailed
by cycle, by entity for each processing date.

3.1.6 Provide for the preparation and distribution of supplemental information,
primarily call detail reporting, in paper and electronic media. Support
for supplemental detail information on alternative media, including CD-
ROM and diskette will be evaluated through the Change Request Procedures
set forth in Schedule D based on INTERNETWORKING's business requirements.

3.1.7 Perform inventory control and ordering of forms for INTERNETWORKING bills
and envelopes to assure proper stock levels.

3.1.8 Adhere to required USPS regulations and will manage the distribution
process to assure the most favorable postage rates to INTERNETWORKING.

3.1.9 Support the mailing of promotional and informational material (commonly
referred to as xxxx inserts) in INTERNETWORKING's xxxx mailings or
through direct mailing to selected customers.

INTERNETWORKING will:

3.2.1 Notify CSI of any changes to paper stock or envelopes 75 days in advance
to allow for lead-time and restocking.

3.2.2 Provide sample inserts to CSI for testing at least 5 business days prior
to designated xxxx dates.

3.2.3 Define business requirements and provide test data for any new xxxx
formats or media that INTERNETWORKING deems necessary to meet business or
customer demands. INTERNETWORKING will follow the guidelines in Schedule
D-Change Request Procedures, when requesting a change by CSI.

Section 4.0 - Inquiry and Investigation

4.0 Inquiry and Investigation consists of those processes necessary to answer
and resolve questions received from INTERNETWORKING's customers regarding
their xxxx or billing services, such as questions concerning receipt of
payment, request for duplicate xxxx copy, change of address, an
explanation of the xxxx or referral of a billing issue from an
INTERNETWORKING employee. An inquiry may be received by phone, automated
attendant, voice mail, facsimile, or electronic means.

4.1 CSI will, pursuant to INTERNETWORKING's policies, procedures and at
INTERNETWORKING's direction:

4.1.1 Support customer billing inquiry and adjustment functions as defined by
INTERNETWORKING, including providing Customer Billing Inquiry
Representatives to answer direct calls from INTERNETWORKING customers on
matters related to the customer xxxx.

4.1.2 Provide Customer Billing Inquiry Representative and management support
staffing for those hours of service currently defined as 8:00 AM to 5:00
PM Eastern and Central standard time.

4.1.3 Provide the necessary training and monitoring of employee performance to
assure that employees are performing in accordance with INTERNETWORKING
business policies.

4.1.4 Manage and perform billing-related problem investigation, resolution and
tracking for customer reported billing issues that cannot be handled
during the customer xxxx inquiry process. CSI will take the required
actions to correct problems within the billing processes and billing
systems. If the issue investigation process determines the problem is a
result of errors in systems or processes managed by INTERNETWORKING, CSI
will inform INTERNETWORKING and will assist INTERNETWORKING as requested
through the resolution process.

4.1.5 Perform root cause analysis of xxxx inquiry calls to determine
appropriate level of resolution within the billing process to minimize
recurring customer impact and to reduce subsequent calls.

4.1.6 Provide to INTERNETWORKING monthly reports of compliance to performance
standards and service levels and of root cause analysis of inquiry calls.

4.2 INTERNETWORKING will:

4.3 Provide necessary telecommunications support and network integration to
meet service level standards and provide ongoing support of all 800
numbers assigned for customer inquiry.

4.2.1 Provide to CSI copies of all information necessary for CSI to train its
Customer Inquiry representatives and supervisory staff to answer customer
questions regarding information contained on their xxxx. This information
will include, but is not limited to: product and service descriptions,
availability of products and services, rate and pricing schedules,
promotional terms and conditions, and any customer specific contracts
and/or terms and conditions. Information should be received by CSI no
later than 15 days prior to the change being effective.

4.2.2 Provide to CSI business policies outlining its customer services
standards including, but not limited to the amount a CSI Customer Inquiry
representative may adjust from a customer's xxxx, supervisory approval
levels for adjustment activity, and escalation procedures for when a
customer should be referred to an INTERNETWORKING representative/officer
for problem resolution.

4.2.3 Provide CSI personnel with access to any non-billing systems that are
necessary for the investigation and resolution of billing related
questions. These systems include but are not limited to sales/order entry
systems, pending order activity, provisioning, trouble reporting systems.
INTERNETWORKING will provide the ongoing maintenance and support of these
systems, including the cost of access to and processing of transactions
generated by CSI personnel on behalf of INTERNETWORKING customers.

4.2.4 Commit to make the necessary changes in it's supporting systems for
errors that are causing errors in the billing system. All costs to
correct these systems will be borne by INTERNETWORKING. INTERNETWORKING
will also bear the costs of correcting problems in CSI maintained billing
systems.

Section 5.0 - Credit Verification

5.0 Credit Verification consists of those administrative functions necessary
to perform credit checks to determine credit worthiness of new
INTERNETWORKING customers, in accordance with standards established by
INTERNETWORKING, and to communicate the results of these findings to
INTERNETWORKING management for further actions.

5.1 CSI will, pursuant to INTERNETWORKING's policies, procedures and at
INTERNETWORKING's direction:

5.1.1 Determine credit worthiness of new customers in accordance with standards
established by INTERNETWORKING.

5.1.2 Determine credit worthiness of current INTERNETWORKING customers who add
new products and services over their approved credit limit, in accordance
with standards established by INTERNETWORKING.

5.1.3 Notify INTERNETWORKING sales personnel when the credit verification
process determines a deposit may be required from a customer prior to the
establishment of service.

5.1.4 Refer to INTERNETWORKING management reports of customers who do not pass
credit checks and the reasons for denial under the standards established
by INTERNETWORKING.

5.1.5 Maintain contracts with major credit reporting bureaus, both domestic and
international, that are required in order to fulfill the credit
verification described above.

5.2 INTERNETWORKING will define credit worthiness standards for new and
current customers wishing to add services. Any changes to these policies
will be communicated to CSI no later than 15 days prior to their
effective date to allow for changes to operating procedures and system
parameters.

Section 6.0 - Collections Administration

6.0 Collections administration consists of those functions necessary to
support the risk management policies established by INTERNETWORKING and
to assist

INTERNETWORKING in minimizing the loss of INTERNETWORKING billed
revenues.

6.1 CSI will:

6.1.1 For accounts that are in a delinquent status as defined by
INTERNETWORKING business policies, perform collection activities
including sending collection letters to customers, resolving billing
disputes and contacting customers in an attempt to collect.

6.1.2 In accordance with INTERNETWORKING business policies CSI will notify
INTERNETWORKING management when a customer'saccount reaches the
thresholds established by INTERNETWORKING for unacceptable balances or
delinquent payment, . Upon direction from INTERNETWORKING management, CSI
will return the customer account to INTERNETWORKING for disposition or
refer the debt to an outside collection agency.

6.1.3 Provide monthly, a report of accounts receivable aging, average
collection period and amount of uncollectible write-offs and recoveries
for the period.

6.1.4 Refer any accounts that are identified during the collections process as
being in bankruptcy, receivership, probate, etc. to INTERNETWORKING's
Legal department for further action. CSI will write off these accounts as
directed by INTERNETWORKING.

6.2 INTERNETWORKING will:

6.2.1 Define policies for the treatment and collection of delinquent accounts.
Any changes to these policies will be communicated to CSI no later than
15 days prior to their effective date to allow for changes to operating
procedures and system parameters.

Section 7.0 - Payment Processing

7.0 Payment Processing includes those activities necessary to post/update
payment activity to customer accounts, deposit funds, as required, in
INTERNETWORKING bank accounts, research and resolve any payment posting errors
and process returned items from banks or other financial institutions

7.1 CSI will:

7.1.1 Process on a daily basis any customer payments received by CSI. This
processing will include the allocation of payment data to the appropriate
customer account and the transmission of payment data to the applicable
customer account database.

7.1.2 Perform balancing and control processes to ensure all payment data
transmitted to the billing systems are accepted and processed. CSI will
be responsible for resolving all out of balance conditions.

7.1.3 Deposit, on a daily basis, any funds it receives in the designated
INTERNETWORKING bank accounts. CSI will provide to INTERNETWORKING,
monthly reports of bank deposit activity.

7.1.4 Investigate and make any required adjustments to a customer's account as
the result of payment processing errors or as a result of returned items
from banks or other financial institutions.

7.1.5 Perform balancing and control processes to ensure all payment data
transmitted from external parties are accepted and processed to the CSI
billing systems. External parties may include a lockbox processor, a
credit card processor, electronic funds transfer or electronic data
interexchange. CSI will manage the resolution of any out of balance
conditions.

7.2 INTERNETWORKING will be responsible for defining performance standards,
negotiating pricing, and managing the relationships between its lock box and
credit card providers. Fees for these services will be directly billed from the
providers to INTERNETWORKING.

Section 8.0 - Administration of Billing Capabilities

8.0 The administration of billing capabilities includes those activities
necessary to assure the billing systems used by CSI to xxxx INTERNETWORKING
customer's are maintained and supported to assure that xxxxxxxx reflect the
correct rates, terms, prices and conditions for INTERNETWORKING's products and
services

8.1 CSI will, in accordance with INTERNETWORKING's policies, procedures and
at INTERNETWORKING's direction:

8.1.1 Administer, develop and implement changes to its billing systems in
support of objectives established by INTERNETWORKING for billing its customers,
including

development of billing functionality to support new products and services as
identified by INTERNETWORKING.

8.1.3 Provide assessment of current and new billing capabilities and identify
alternative billing solutions to meet INTERNETWORKING's billing
requirements.

8.1.4 Administer and update billing system tables and business rules with
product and service changes requested by INTERNETWORKING as outline in
Schedule D -Change Request Procedures.

8.1.5 Perform user acceptance testing on behalf on INTERNETWORKING to ensure
system and/or table driven changes accurately reflect the intended
changes to INTERNETWORKING products and services and that such changes do
not adversely impact billing production. CSI will manage the resolution
of error conditions noted through testing.

8.1.6 Control, resolve and eliminate the cause of problems that occur due to
CSI caused errors in billing systems or processes.

8.1.7 Refer to INTERNETWORKING for investigation and resolution, errors
detected in the billing process that are due to systems or processes
performed or maintained by INTERNETWORKING, e.g. ordering and
provisioning errors.

8.1.8 INTERNETWORKING and CSI agree to provide the necessary systems interfaces
and connections for the transfer of customer account, product and
service, billing and financial data between CSI maintained billing
systems and INTERNETWORKING maintained systems including, but are not
limited to sales/order entry systems, pending order activity,
provisioning, trouble reporting systems.

8.2 INTERNETWORKING will:

8.2.1 Define changes to existing products and services and requirements for new
products and services in accordance with Change Request Procedures
outlined in Schedule D, including the definition of business requirements
and testing data.

8.2.2 Provide subject matter experts to answer questions and define test
scenarios.

Schedule B
Billing Services Performance Measures

CSI and GENUITY agree to jointly define and establish a detailed action plan to
develop metrics that measure the effectiveness of the overall billing process
and compliance with the Billing Services business policies and procedures
established by GENUITY ("Action Plan") within sixty (60) days following the
effective date of this agreement. The Action Plan, will provide a mechanism to
establish guidelines ("Guidelines")based on performance metrics agreed upon by
the parties in accordance with the SOW and Transition Agreement. The Guidelines
will become effective upon the effective date of the renewal term, if any.
Included in the operating metrics will be measurements associated with the
services performed by CSI, as described in Schedule A-Description of Services,
as well as measures associated with the functions performed by GENUITY which are
an integral part of the total billing process, including but not limited to
usage polling and collection and provisioning timeliness.

Operating and compliance metrics will be defined and established relating to
billing timeliness and accuracy and credit and collections performance. CSI and
GENUITY agree to use the initial term of this agreement to establish threshold
levels of performance by CSI related to the metrics identified, and to establish
remedies to address CSI's inability to meet such performance levels in future
terms. The parties agree that assessment of actual performance against agreed
upon threshold levels, as well as implementation of the foregoing remedy
structure will begin in the renewal term, if any, of this agreement.

The Metrics established will be in substantially the form attached hereto.
Performance will be measured on a monthly basis, from the 1/st/ through the
31/st/. Metrics will exclude any jointly agreed upon holidays during which the
defined billing services may not be performed. Any variance from these
performance measures will be described in writing with actions identified to
bring performance to the agreed upon level.

Schedule C
Products and Services Currently Billed
by CSI on Behalf of GENUITY

The following list represents those products and services that are currently
billed by CSI on behalf of GENUITY. CSI has established system and process
capabilities that support the billing for these products and services.

Any new products and services or any modifications to the billing for the
products and services outlined below will require changes to the current billing
systems and processes used by CSI. For any new products and services or
modifications, GENUITY will submit a request for change to CSI in accordance
with Schedule D, Change Request Procedures. CSI will evaluate the requested
change and provide to GENUITY a written estimate of the cost and timeframes
associated with the change as outlined in Schedule D.

Products Billed:
@Vault Web Advantage
ADSL Web Hosting
ATM PVC
BizConnect
Custom Hosting
Dialinx
Digital Subscriber
Ecache
Frame Relay
GNI Colocation
International ISP
Internet Advantage
Internet Advantage International
Internet Call Manager
Internet Server
IP Fax
ISP Direct
Managed Messaging
Private Line
Security Advantage
Site Patrol
Site Patrol International
Unified Messaging
Virtual Internet Service
Virtual Private Network
Voice Over IP
VPN International

Page 1

Schedule D
Change Request Procedures

1.0 Change request procedures to modify CSI's billing system or subprocess
support systems are initiated through a written Change Request (CR).

2.0 A high level estimate of the Time and Cost (T&C) for changes the CSI
systems or processes (order of magnitude) may be requested through the CHANGE
REQUEST process. An order of magnitude may also be requested at the early
stages of product or service development (INTERNETWORKING's PDMM or PD&L
processes) to project anticipated costs and roll-out schedules. Order of
magnitude estimates are not binding and will be estimated at CSI's
discretion. Should INTERNETWORKING wish to pursue implementation of the
change proposed in the order of magnitude, INTERNETWORKING shall issue a
formal request for a T&C estimate as outlined in Section 3.0.

3.0INTERNETWORKING may request a T&C estimate by submitting a T&C CHANGE REQUEST
form to CSI's Change Control Manager. CSI will normally respond to
INTERNETWORKING's request for an estimate within five (5) Business Days of
receipt for table changes, ten (10) Business Days for pricing or contract
changes and thirty (30) Business Days for new development. CSI's response
will include the cost for development and implementation activities, an
estimate of any new recurring charges, the implementation date, and all
assumptions and/or deviations from INTERNETWORKING's specifications. This
shall be a binding commitment from CSI to deliver the requested functionality
at the stated price and on the stated date except as noted in Section 11.0 of
this Attachment. For complex requests for new development a detailed break-
out of the cost by functionality may be requested by INTERNETWORKING.

3.1 All T&C CHANGE REQUEST responses shall include a listing of any new
or increased recurring billing functional or data processing charges
that shall apply. All recurring charges will require written
authorization by INTERNETWORKING prior to development and
implementation of the T&C CHANGE REQUEST.

3.2 In the event this information is unavailable on the day the T&C
CHANGE REQUEST quote is rendered to INTERNETWORKING, CSI will state
in the quote that the recurring rate will be provided at a later
date or a date to be negotiated between the Parties.

3.3 If a request is considered by CSI to be too complex to meet the
specified time requirement, or the information contained in the
request is deemed insufficient, CSI shall notify INTERNETWORKING
within

fifteen (15) Business Days of receipt of original request and
the Parties shall negotiate a new response date for CSI's T&C CHANGE
REQUEST quote.

3.4 Upon agreement on the cost and implementation dates, the originator of
the T&C CHANGE REQUEST or INTERNETWORKING's executive management will
issue to CSI a formal authorization, in writing, authorizing the
entire quote or option selected, if applicable. In the event that such
authorization is received via e-mail or Internet, INTERNETWORKING
hereby releases CSI from any and all liability to confirm the
authenticity of the authorizing party or to otherwise validate the
authority of the record's originator to authorize CSI to proceed with
the development work.

4.0 INTERNETWORKING shall respond to CSI's requests for clarification of a
change request or for requests for additional information in a timely
manner. During the time period that questions pertaining to pending change
request are outstanding, the T&C CHANGE REQUEST will be considered on hold
by CSI. Once all questions are completely satisfied by the Parties, the
project status will change to "Active/in Progress." Any delays in receipt of
clarification or additional information requested may impact the delivery
date of CSI's response and/or implementation date. CSI will advise the
originator of the order regarding these delays.

5.0 INTERNETWORKING may issue a T&C CHANGE REQUEST to CSI to immediately
commence work on the project by preauthorizing a portion of the total cost
of the project.

5.1 Once the entire quote has been issued by CSI, INTERNETWORKING must
respond within ten (10) Business Days to authorize CSI to continue and
complete the project. If full authorization has not been received, CSI
may cease further project development when the preauthorized funded
amount has been exhausted.

5.2 If CSI ceases development of a T&C CHANGE REQUEST due to a delay in
obtaining INTERNETWORKING's authorization or clarifications, the
quoted costs and implementation date may be impacted.

6.0 All communications with INTERNETWORKING (written or oral) will be
coordinated through the originator of the change request. All changes to
the specifications of the requirement or interpretation of the
specifications shall be in writing. INTERNETWORKING shall make available to
CSI for each T&C CHANGE REQUEST an individual knowledgeable in all aspects
of the

CHANCE REQUEST with whom the assigned CSI counterpart may discuss project
design and details in depth.

7.0 INTERNETWORKING shall notify CSI within ten (10) Business Days of the date
of the T&C CHANGE REQUEST estimate whether the proposed estimate is
accepted or rejected. The CHANGE REQUEST will be automatically rejected
upon the expiration of ten (10) Business Days and no further communication
is required for a rejected estimate. Where INTERNETWORKING is unable to
meet the ten (10) Business Day requirement, INTERNETWORKING will notify CSI
and the Parties will agree upon a new date. If INTERNETWORKING fails to
notify CSI within twenty (20) Business Days of the acceptance or rejection
of the T&C CHANGE REQUEST estimate, the estimate will be null and void and
the T&C CHANGE REQUEST shall be considered void and CSI will notify
INTERNETWORKING in writing of the canceled status.

8.0 INTERNETWORKING has the right to request a reconsideration when the T&C
CHANGE REQUEST estimate from CSI that does not meet INTERNETWORKING's
requirements or expectations. INTERNETWORKING shall notify CSI within ten
(10) Business Days that a reconsideration is necessary. CSI agrees to
discuss the basis for the estimate with INTERNETWORKING.

9.0 Any new recurring charges must be approved by INTERNETWORKING and by CSI
and shall be included in the Agreement via a written amendment.

10.0 If INTERNETWORKING cancels an authorized or preauthorized request after
receipt by CSI, INTERNETWORKING shall compensate CSI for all work completed
prior to cancellation and for any efforts required to remove system
functionality from code libraries. Within thirty (30) Business Days
following notification of cancellation, CSI will send written notice to
INTERNETWORKING regarding the amount owed by INTERNETWORKING, which shall
be due upon receipt of such notice by INTERNETWORKING.

11.0 For T&C CHANGE REQUEST changes, unless otherwise agreed, CSI shall complete
implementation by the agreed upon date stated in the quote. CSI shall use
reasonable efforts to notify INTERNETWORKING if the scheduled
implementation date will be in jeopardy. If an agreed upon implementation
date is missed, CSI shall orally notify INTERNETWORKING as soon as
possible. CSI shall provide written notification to INTERNETWORKING of its
new implementation date within five (5) Business Days.

12.0 If following CSI's commitment pursuant to Section 3.0, requested
functionality is not correctly implemented, by the agreed upon date, and
has

affected INTERNETWORKING's Customer's' bills, INTERNETWORKING's sole
remedy shall be as follows:

12.1 CSI will make credit adjustments to the Customer's bills if required

If the cause of the incorrect functionality is due to incomplete or
inaccurate requirements by INTERNETWORKING or from INTERNETWORKING's sign
off on incomplete or inaccurate requirements or test results, CSI will not
be held responsible for incorrect bills issued to customers.
INTERNETWORKING will be responsible for any additional costs necessary for
correcting the incaccuracies.

13.0 INTERNETWORKING will provide in the initial T&C CHANGE REQUEST user
acceptance test criteria that will be used by CSI during user acceptance
testing and will specify if a test xxxx is required prior to implementing
the changes. If requested, and provided that INTERNETWORKING has
authorized or preauthorized development, CSI will use reasonable efforts
to provide a test xxxx xxxxxx to INTERNETWORKING. INTERNETWORKING agrees
to validate the accuracy of the requested changes and provide concurrence
to CSI in writing within five (5) Business Days or prior to the first mail
date if less than five (5) days. INTERNETWORKING shall hold CSI harmless
from any liability for billing errors that may result from the requested
changes.

14.0 INTERNETWORKING will note in the initial T&C CHANGE REQUEST if a post
implementation xxxx xxxxxx is required.

15.0 CSI shall notify INTERNETWORKING within ten (10) Business Days after
implementation that all work has been completed or procedures are in
place.

CSI shall begin to xxxx INTERNETWORKING at the time the estimate is authorized
and development work has begun. The payment schedule will be based upon work
incurred in a given month. Notwithstanding the foregoing, CSI shall have the
option, based on a credit review of INTERNETWORKING or CSI policies and
procedures, to require prepayment of CHANGE REQUE

Schedule E
ARBOR Conversion

At the time of this agreement CSI and INTERNETWORKING are jointly involved in
converting from INTERNETWORKING's Oracle Billing platform to CSI's Kenan ARBOR
billing platform ("Arbor Platform"). INTERNETWORKING AND CSI agree that this
project is of strategic importance to INTERNETWORKING and commit to completion
of this project as outlined in this Schedule E.

Overall funding for this conversion is the responsibility of CSI and the overall
conversion project ("Conversion Project") will be managed by CSI. A detailed
implementation plan exists to migrate INTERNETWORKING current customer base from
Oracle to the Arbor Platform, develop new usage based mediation and rating
processes, and to write the business rules in support of INTERNETWORKING
products and services to be billed by CSI from the ARBOR Platform. The Arbor
Conversion project will go to production in the third quarter 2000 and will be
complete by 12/12/2000 when post Arbor Conversion activities are completed.

The project plan requires INTERNETWORKING resources, cooperation and support to
accomplish the Arbor Conversion and the parties will each contribute personnel
to accomplish the Arbor Conversion ("Conversion Team") Arbor Conversion
activities of the parties will include but are not limited to:

INTERNETWORKING will:

1. work with CSI First Rate team to ensure the various data collectors will pass
the required usage data to First Rate for mediation to ARBOR.

2. work with the CSI Conversion Team to provide the necessary customer data from
the Oracle legacy system to be migrated to ARBOR.

3. provide a full time representative to the Conversion Team.

4. will continue to participate on the Conversion Team to ensure that the
Conversion Team is current on all changes implemented in the interim.

5. INTERNETWORKING Data Control will continue to participate on the Conversion
Team to ensure all price book changes are communicated to the Conversion
Team.

CSI will :

1. work with INTERNETWORKING to provide a detailed migration approach and plan
that encompasses all required tasks to complete the Oracle Financials to
Arbor conversion as it pertains to usage mediation and billing.

2. work with INTERNETWORKING to model all products within the Arbor 9.1 Billing
instance to meet the previously defined requirements.

3. work with INTERNETWORKING to develop an end-to-end set of test criteria and
scripts to perform a comprehensive test of the conversion and ensure billing
accuracy once conversion occurs.

4. design, develop, and provide all required interfaces to handle usage
mediation, general xxxxxx, xxxx distribution, xxxx formatting, taxing,
commissions, compensation, data warehouse, reseller billing, payments, and
collections.

5. continue to work with INTERNETWORKING to develop all processes, teams, and
practices required to provide the core billing functions of data
accumulation, xxxx processing, xxxx format and distribution, inquiry and
investigation, credit verification, collections, and payment processing
evolving out of this conversion.

There may be other activities identified as the Conversion Team moves through
the project. INTERNETWORKING will support these activities as identified.

The Arbor Conversion Project plan calls for the Oracle/bp databases to be
available through 2003, as historical data contained in these databases will not
be converted. CSI may require access to the Oracle/bp database history for
resolution of billing inquiries and referrals. INTERNETWORKING agrees to
maintain and support the Oracle/bp historical databases thorough year-end 2003.

CSI will manage the ARBOR Conversion Project per the current schedule and will
engage other resources or affiliates as necessary. Status reporting will
continue as it exists today, as will the Core Team and the Executive Team.
INTERNETWORKING, INTERNETWORKING AND CSI commit to continued executive
representation on these teams.

Schedule F
Agreement to Support Continuation
of
ATM SVC Usage Based Billing Implementation

At the time of this agreement CSI and INTERNETWORKING are jointly involved in
implementing ATM SVC Usage Based Billing on the Kenan ARBOR billing platform.
INTERNETWORKING AND CSI agree that this project is of strategic importance to
INTERNETWORKING and commit to completion of this project as outlined in this
agreement.

Overall funding for this project is being managed by INTERNETWORKING.
INTERNETWORKING will reimburse CSI for project work performed by CSI or CSI's
subcontractors as defined in the ATM SVC SOW. CSI will as required by
INTERNETWORKING provide support for expenses for which they are requesting
reimbursement.

A project plan exists to develop functional and system requirements, system
designs, new mediation and rating processes and to code, test and put into
production the ATM SVC UBB product on the ARBOR platform in support of
INTERNETWORKING's business requirements. The project will go to production in
the late second or early third quarter 2000 and will be complete by 12/12/2000
when post conversion activities are completed.

The project plan requires INTERNETWORKING and CSI resources and support.
Development project activities identified to date are:

1. INTERNETWORKING will continue to work with the CSI ATM SVC UBB Project Team
to:
. complete the project requirements and designs for the ATM SVC UBB product
. cooperate in the design and implementation of business processes to
provide necessary account, service instance, product, rate change, and error
correction information
. participate in the integration and User Acceptance Testing and to
participate in the roll out of the ATM SVC UBB product.

2. INTERNETWORKING will work with CSI First Rate team to ensure that the Ascend
ATM Accounting Server data collectors will pass the necessary usage data to
First Rate for mediation to ARBOR.

3. INTERNETWORKING will work with the CSI Billing Production Team to provide the
necessary billing information for input into ARBOR. This information includes
but is not limited to account, service instance and

product information for new ATM SVC UBB customers and adds, changes and
deletions for existing ATM SVC UBB customers.

4. INTERNETWORKING will work with CSI Billing Change Management team to provide
information on all new ATM SVC UBB products and rate changes.

There may be other activities identified as the Project Team moves through the
project. INTERNETWORKING will support these activities.

Post conversion activities also require INTERNETWORKING and CSI resources and
support. Post conversion, "in production" activities identified include:

INTERNETWORKING:

1. manage the Ascend Accounting Servers and is responsible for providing CSI
with ATM SVC usage records on a daily basis.

2. provide CSI with account, service instance and product information for both
new customers and changes to existing customers ATM SVC services so that the
information can be input to the ARBOR billing platform.

3. provide CSI with new ATM SVC UBB product updates and rate changes so that the
information can be input to the ARBOR billing platform.

4. work with CSI to resolve errors involving account information, usage guiding
errors and rating errors.

CSI will:

1. provide a detailed deployment approach and plan that encompasses all required
tasks to complete the ATM SVC product rollout as it pertains to usage
mediation and billing.

2. work with INTERNETWORKING to model all features of the ATM SVC product, and
proposed account structures within the Arbor Billing system to meet
INTERNETWORKING requirements.

3. work with INTERNETWORKING to develop and execute an end-to-end set of test
scripts to perform a comprehensive test of the ATM SVC product.

4. CSI will develop and build rate tables to accommodate the ATM SVC usage
pricing
CSI will provide fast path rate changes for ATM SVC as necessary.

There may be other ongoing production activities identified as the Project Team
moves into implementation. INTERNETWORKING will support these activities.

CSI will manage the ARBOR ATM SVC UBB implementation per the current schedule
and will engage other resources or affiliates as necessary. Reporting and
participation on ATM PDMM teams will continue as it exists with representation
from INTERNETWORKING and CSI.

Schedule G
Billing Services Agreement
Services Prices

The following charges for the Services provided under this Agreement are
effective during the Term of the Agreement as specified in Section 5 of the
Agreement. Invoicing will be handled on a monthly basis.

Section 1 - Data Accumulation

1.1 Event Management, Data Accumulation, Usage Processing, Mediation:

1.1.1 Event Management hourly rate $56.00
Charge per man hour worked to balance and control
usage, work errors, resolve billing issues, etc.

1.1.2 UAT Testing (per month) $ 1,950.00
Routine UAT testing of the Event Management Platform
*Subject to change based on new Program Implementations (Change
Requests)

Section 2 - Xxxx Processing

2.1 Usage Processing (Arbor Message Processing System), Billing:
Charge to balance and control Usage, work MIU errors,
resolve guide file issues, resolve billing usage issues,
monitor the usage billing schedule and performance, etc.

2.1.1 Less than 10,000,001 messages per month $19,000.00
2.1.2 Between 10,000,001 and 15,000,000 messages per month $28,000.00
2.1.3 Between 15,000,001 and 20,000,000 messages per month $36,000.00
2.1.4 Between 20,000,001 and 30,000,000 messages per month $49,500.00
2.1.5 Between 30,000,001 and 40,000,000 messages per month $60,500.00
2.1.6 Between 40,000,001 and 60,000,000 messages per month $76,500.00
2.1.7 Between 60,000,001 and 80,000,000 messages per month $89,500.00
2.1.8 Above 80,000,001 per incremental 20M messages per month $11,000.00

2.2 Process Data:

2.2.1 Process Data production support (per month) $192,500.00
Balancing and controls, Error queue management
Tracking and correction, Xxxx review and investigation,
Order entry.

Tracking and correction, Xxxx review and investigation,
Order entry.
*Subject to change based on new Program Implementations (Change
Requests)

Section 3 - Xxxx Format and Distribution

3.1 Xxxx Format:

3.1.1 Format tool support (per month) $11,000.00
Infrastructure support of the format tool:
-Manage the requirements and/or defects of the Arbor IDesign
product, which includes working with vendor and business owner.
-Manage installation of IDesign vendor release/patch installs on
NBO Tampa hardware.
-Work with IT to implement any Arbor billing system impacts with an
IGEN release.
-Identify embedded base template impacts resulting from new vendor
release installs.
-Work with IT on IGEN and IDesign processing and distribution
requirements for IDesign environments (unit test, UAT, production).
-Manage the distribution and installation of all format templates.
-Develop and maintain unit test tools.

3.1.2 Xxxx Format changes
(Included with Program Implementation Quote)

3.2 Xxxx Distribution:

3.2.1 Distribute via Paper - Xxxx Stock
Charge for xxxx stock branded with any logo (digitized) $.033/page

Charge for 9x12 remittance envelope branded with:
One Color Logo $.185/envelope
Two Color Logo $.218/envelope
Three Color Logo $.277/envelope

Charge for 9x12 expansion specialty envelopes (1" and 2") with:
One or Two Color Logo $2.09/envelope
Three Color Logo $2.31/envelope

BSS (Oracle platform) Charge for form & envelope $0.21/invoice

3.2.2 Distribute via Paper - Postage As Incurred
Rate charged will be actual incurred cost.

Current (2/00) average number of pages per xxxx is as follows:
GNI - 6 pages
Telecom - 13 pages (mail out 3 copies)
VOIP - 8-10 pages

3.2.3 Alternate Media (Electronic, CD-Rom, Diskette)(Pricing available
upon request)

3.2.4 Electronic Xxxx Presentation and Payment (Pricing available upon
request)

3.3 Xxxx Distribution - Misc. Charges (Rates are per month per invoice)
Labor and warehousing costs associated with Xxxx Distribution
GNI $ 2.76
Telecom $ 1.02
VOIP $ 6.73
BSS $ 0.34

3.4 Xxxx Distribution - Additional Services:

3.4.1 Xxxx Message Page charge Individual case basis

3.4.2 Xxxx Insert charge Individual case basis

3.4.3 Direct Mail charge Individual case basis

3.4.4 Marketing Message / Xxxx Phrase charge Individual case basis

Section 4 - Inquiry and Investigation

4.1 Administrative - No research required (per contact) $ 11.25
Name/Address changes, information requests

4.2 Request for second copy of xxxx (per contact) $ 9.25
Includes costs for xxxx stock and postage

4.3 Error resolution (per initial contact) $210.00
Charge to investigate complaint, document
findings and resolve issue (including charge for adjustment)

Section 5 - Credit Verification

5.1 Domestic customer credit agency fee $ 27.50
Charge per customer reviewed to access
credit history via credit agency reports.

5.2 International customer credit agency fee $192.50

Charge per customer reviewed to access
credit history via credit agency reports.

5.3 Customer credit research charge $ 290.50
Charge per customer reviewed to analyze
credit worthiness and provide recommendation.

Section 6 - Collections Management

6.1 Treatment

6.1.1 Per account in A/R Aging (31 - 60 days) $ 48.50

6.1.2 Per account in A/R Aging (61 - 90 days) $ 48.50

6.1.3 Per account in A/R Aging (greater than 90 days) $ 48.50

6.2 Collections

6.2.1 Per account recovered $ 56.00
Customer's account updated to reflect payment
(OCA fees will be deducted from gross amount collected)

Section 7 - Payment Processing

7.1 Payment processing costs per invoice processed $ 4.45
Charges to post customer payments, reconcile lockbox
receipts, work LIU errors, perform investigations,
deposit funds into company official bank accounts.

7.2 Returned check - processing (per item) $ 25.00
Customer's account and credit rating updated

Section 8 - Manage Billing Capabilities

8.1 Baseline routine changes (per month) $ 189,500.00
Covers up to 2,200 man hours per month of routine
requests for changes to GTE's billing system (i.e. table
changes for pricing updates) and production of routine
reports required by the business.

8.2 Additional routine changes rate per hour $ 76.00
Charge applies for routine requests for changes
beyond the baseline amount.

8.3 Program Management Consultation rate per hour $126.00 (plus travel)

Charge applies for general consultative activities.

8.4 Program Implementation lump sum charge (Pricing available upon request)
One-time non-recurring charge for a program implementation
and / or change request associated with a specific project
beyond activities defined in this schedule.

Section 9 - IT Costs

9.1 First Rate Continuing Operations (COPS) Maintenance - per hour $ 85.00

9.2 First Rate Continuing Operations (COPS) Production support
- per hour $ 85.00

9.3 First Rate License Fee (per month) $ 4,167.00

9.4 First Rate AM/FM (per month) 3,583.00
Recovery of hardware costs (i.e. servers)

9.5 Arbor Continuing Operations (COPS) Maintenance - per hour $ 85.00

9.6 Arbor Continuing Operations (COPS) Production support - per hour $ 85.00

9.7 Arbor AM/FM (per month) 100,000.00
Recovery of hardware costs (i.e. servers)

Section 10 - Miscellaneous Charges

10.1 General Consultative - per hour $ 126.00

10.2 Mileage charge $ 0.33
General mileage charge for all travel over 25 miles one-way

10.3 Expenses As Incurred
Meals, lodging, etc. associated with travel

10.4 Data Security (per month) $ 12,000.00
Support and Monitor/Control access to INTERNETWORKING
and CSI Instances of ARBOR

10.5 Arbor License Fee - CSI costs - (per month) $ 195,500.00

10.6 Arbor License Maintenance Fee first instance (per month) $ 85,500,00
Arbor License Maintenance Fee - per additional instance
(per month $ 18,300,00

10.7 Vertex software fee for tax application (per month) $ 4,400.00

10.8 GTE Software license and maintenance fee (per month) $56,000.000

10.9 Tax Department matrix clean-up, system testing, project driven tasks
(per hour) $ 60.00

10.10 Tax Department on going support, change control & training (per month)
$ 600.00

Section 11 - Minimum Monthly Charge

11.1 Minimum monthly charge for service rendered under this Agreement
$350,000.00

Schedule H
Tax Services

The "GTE" Tax Department will perform the necessary tax research and other
services as required to provide on-going support for "INTERNETWORKING" billing
environment with related tax application matrices, change control, one-time
system testing and training.

I. Services

Tax Billing Matrix
------------------

Ongoing support includes determining the local, state and federal taxation rates
of new products and services, utilizing the "GTE" tax billing matrix as the
primary source ("Tax Services"). The Tax Billing Matrix will be the long-term
solution as the vehicle used to determine the tax rates of products and
Services. The Tax Billing Matrix will interface with the Arbor Billing System
within the term of the Billing and Collection SOW. The "GTE" Tax Department will
provide updates, changes, and corrections as required to the Tax Billing Matrix.
The interim method of communicating taxation rates of products and services will
be via email between CSI, INTERNETWORKING and GTE Tax Department.

Not included as a part of this Tax Billing Matrix services are: contract
reviews, projects such as nexus requirements, prototype design interaction,
products/services rollout implementation process, etc.

Change Control
--------------

The introduction of new products and services will be incorporated with the
product standardization process with direct interaction from INTERNETWORKING
product managers.

The update of tax rates will continue to be handled by CSI.

System Testing
--------------

System Testing includes auditing tables and functionality requirements for
existing and future INTERNETWORKING companies. In addition, report writing
functionality will be tested as required for tax compliance and other ad-hoc
reports.

II. PRICING

The Tax Services set forth herein will be provided at $600.00 per month.

System Testing and other project driven tasks will be provided at $60.00 per
hour.

III. TAX LIABILITY

INTERNETWORKING shall be liable for all applicable sales, use or similar taxes
for amounts invoiced to INTERNETWORKING's customers and INTERNETWORKING shall be
responsible for preparation and filing of all tax returns and applicable tax
reporting to all taxing jurisdictions. Taxes shall be added to each customer's
invoice, however, GTE's Tax Department and/or CSI shall not be liable for
miscalculation or omissions with regard to such taxes.

IV. TERMINATION

From September 1, 2000 through the end of the Initial Term, upon thirty days
written notice, either party may terminate this Schedule H without liability.

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EXHIBIT 10.9 AGREEMENT FOR TRANSITION SERVICES This Agreement for Transition Services is made between GTE Service Corporation, a New York corporation, with offices at 1255 Corporate Drive, Irving, Texas 75038 and its affiliates (individually and...

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